Spider-Man Volume 0
by Avatar Conner
Summary: With Great Power Must come Great Responsibility, that lesson was one that Peter Parker ignored and paid for it with a dear price. He gained powers like no one else before him. Now Peter needs to find out how to use them the right way, but what does that mean? Is his responsibility to his Aunt May? His schoolwork? His Job? Or being Spider-Man? Most importantly, can he handle it?
1. Chapter 1 (Metamorphosis)

**Metamorphosis**

 **Quick Author's Note, Peter's name in this story fallows the Naming Rule in RWBY, the color being Pewter, funny enough is a shade of blue. Just to clarify.**

 **"** **Talking"**

 ** _Thinking_**

 ** _'_** ** _Phone call/radio/electronic sounds'_**

 ** _.:Text Message:._**

 ** _For anyone curious, this story is taking inspiration from a number of Spider-Man stories from both Marvel and fans alike. Copyrights belong to Roosterteeth and Marvel Respectfully, RWBY was created and owned by Monty Oum (R.I.P.) and Spider-Man and all related Characters are property of Marvel, Stan Lee, Steve Ditko, and the amazing creative teams over Spidey's 55 years under Marvel Comics._**

* * *

The first thought Peter thought when he woke up was to go back to sleep for another hour. However when he felt someone shake him awake, he merely pulled the covers up over his head, "Nooooo, go away. I want to sleep." Peter groaned out tiredly before the covers were pulled down off his head, much to the fifteen year old's dismay.

"Come on Pete time to get up. You don't want to be late for school." A voice said before the blinds to his widow was pulled up, shining light onto his face. Peter rolled over in bed away from the light as he woke up begrudgingly. Looking over to the window he grimaced, "Aw don't give me that look, you told me to waked you up early." His uncle said with a knowing smile.

"Then never listen to me again." He said as he rubbed the sand out of his eyes before reaching over to the nightstand beside his bed, picking up his glasses and putting them on he got a better look at his Uncle. His Uncle Ben wasn't old, at least that's what he told anyone who asked, the grey hair on the sides and the small amount of wrinkles however didn't make the claim that convincing. Ben Parker was a middle-aged man, He had chestnut brown hair that was greying on the sides, his hair was neatly combed back showing his forehead along with the glasses he wore over his blue eyes.

Walking past the bed to the door, he patted Peter's foot under the sheets, "Come on, Field trip today remember?" he asked, at that Peter sprung upright, making Ben smile as his nephew scramble out of bed and get dressed. Closing the door behind him, Ben walked through the hallway of the upstairs and then down the staircase before turning into the kitchen where his wife was busy with breakfast, the man whiffed the air and let out a hum, "Mmmmm, bacon?"

"For Peter, not you." May stated, making her husband frown as he looked over her shoulder and saw that his breakfast was oatmeal. "Before you start, there's sugar in the oats." She said with a smile as she grabbed the plate and turned to her husband, pecking him on the cheek before walking over to the table. May Parker had been married to Ben for little over twenty years now, she had brown hair that went down just past her shoulders with it parted down the middle in the front and tied in a ponytail. "He up?" she asked, getting a nod from her husband she smiled, "He's been excited about this field trip for the past month." She said proudly as she set her and Peter's plate down.

As the plate was set, Peter Parker walked down the stairs and rounded into the kitchen. The fifteen-year-old teenager wore a pair of brown pants and a button up white tee shirt. Peter had brown hair combed over that was neatly trimmed by his aunt, his glasses were thick rimmed with a strip of tape around the bridge to keep them together, having been broken before on a previous occasion. "Morning Aunt May." He greeted, giving his aunt smile before sitting down and picking up his fork and knife.

As Peter began to eat, Ben looked down at his disagreeable looking oats, "May I'm not eating this." He stated stubbornly, his wife however tilted her head to the side and narrowed her eyes. Ben slightly recoiled as Peter snickered at his Aunt's look. "…. I wanted bacon." He muttered in defeat before beginning to eat his oats, making May smile once again.

"So, Pete, big day today. You excited?" Ben asked, already knowing what Peter's answer would be.

Peter smiled widely, "Yeah I am! I've been waiting to go to the science expo for months, they're exploring innovative ways to produce energy besides dust. Could you imagine living in a world where we didn't need to mine for dust crystals?" he asked before taking a bite of his bacon.

His uncle smirked, "Well if you want me out of a job it sounds nice." He said, causing May to hit his shoulder lightly, Ben worked for the Schnee Dust Company as a foreman at a distribution plant. "It does sound nice though Peter. It'd give people more jobs, make us less dependent-"

"And make whoever discovers it filthy stinking rich." Peter added as he finished eating hi eggs and moved onto the bacon, honestly, he loved he science behind the topic, he loved science in its entirely to be honest, but the cash that came with it wasn't anything to dissuade him.

"Money isn't everything Peter, I'd rather be middle class and happy than rich and lonely." Ben said, making May smile as she finished her food and stood up to discard the rest from her plate, as she turned her back however Ben reached over to Peter's plate and took a strip of Bacon, putting his finger up to his mouth as his nephew chuckled, nearly choking on the food in his mouth. Ben quickly ate the Bacon before standing up, "Well Pete, how about I drop you off?" he asked, Peter nodding as he stood up after Ben.

"I got to work a little late so Peter I won't be home when you get back." Aunt May called out as the two neared the door, "And Benjamin Parker I will keep making that Oatmeal for breakfast until you finish eating it!" She yelled out as the door shut, Ben and Peter rushing to the car in their driveway.

The Forest was a neighborhood on the western side of Patch, it was mainly residential with a few shops and restaurants, nothing exactly fancy but it was the perfect place for families in the Kingdom of Vale. Peter sat down in the passenger's seat while Ben started up the old car, the sedan had been around longer than Peter had, but Ben couldn't trade it in. One because they couldn't afford anything brand new, and two for sentimental value. The car backed out of the driveway and into the street before driving away from the house.

The drive to the train station was a brief five minutes, Patch had a small sized city on the isle with a few districts but with the western part of the island being mainly forest terrain. As they stopped in front of the train station on the side of the road, Ben spoke, "Have fun today Peter." He said with a smile, which Peter returned before looking outside the window and grimacing when he saw who else was boarding the train.

He was about a few inches taller than peter, he had blonde hair that was made up like a movie star with the front pointed forward and upward slightly, he wore a letterman jacket with a green chest and white sleeves with the name Thompson on the back of his jacket. Flash Thompson, Peter's personal tormentor, he was with a number of other students from his school, they were walking around from behind the stairwell leading up to the terminal.

There was Kong, his name was ironic since he was a goat faunus but was built like a gorilla, He had a small pair of horns protruding out of his bald head with a large hefty frame that made Peter look even smaller than he was. He clearly never missed a meal, but he used it as an advantage as a lineman in Griffball. The third player there was Randy Robertson, he was nice enough to Peter, and didn't participate in giving Peter a rough time, he was darker skinned with a bald head as well but he covered his with a green cap.

Kong was flash's right hand in picking on Peter, both of them got a good laugh whenever they pushed him around. There was also their girlfriends, Sally Averill, head cheerleader, was Randy's girl, which Peter found out the hard way after she yelled at him for trying to ask her out. Randy was cool with it though, it was an honest mistake even if Sally thought it was like a hate crime. Sally ha shoulder length blonde hair wand and fair skin.

Kong was walking with his girlfriend Gloria Grant, she was a faunus as well but instead of a goat trait she instead had a cat trail that was dark brown, same color of her short curly hair, she had ebony colored skin and a friendly demeanor, basically the opposite of Sally's.

And then there was Liz Allen, Flash's girlfriend and the girl Peter pined for, she had long dark hair that was curled, she had tanned skin and looks that made every guy in the school notice her. Ben noticed Peter hesitate with a conflicted look on his face, he reached his hand over and patted Peter's shoulder, "Look Pete, keep your chin up ok?" he said encouragingly. Peter sighed before stepping out of the car and walking towards the stairwell that went up to the platform.

Walking up onto the platform as the train pulled into the station, he swiped his metro card on the turnstile and walked towards one of the train car doors. However just as he was about to enter, Flash stepped between him and the door with a large grin on his face, "Wassup Penis Parker?" he asked, causing the teen to frown at the stupid nickname. He had the decency to call him Puny Parker at school where someone could report him, but everything before that was free game.

"Let me on Flash." He said, Flash looked back into the train where the rest of his friends were scattered about.

"Sorry Parker, car's full." He lied, making the teen glare at him, this was a game to Flash, whenever he tried to board the same car as him, he or Kong would block the entrances. Sometimes it would be one of them running up and down the car and stopping him, showing off their speed. But Peter decided not to argue, and instead walked farther up the terminal and boarded a different car, the one that was always filled and forced him to stand and ride.

The doors slid shut behind him as he walked into the metal compartment, making his way through the crowd he saw there were no seats available and was forced to stand. As the train pulled out of the station, he looked outside to see the highway leading into Vale parallel to the train on either side. The teen didn't mind the view, he would have enjoyed it if he wasn't wedged between two guys who smelled funny.

 _It's just one of those days Parker. Just get through it._ He thought to himself before digging into his pocket and pullout out his earbuds, plugging them into his scroll in his pocket, he glanced down and selected a song.

* * *

 **(Play Australia by The Shins** )

The train was now riding the rails through the city of Vale, more specifically into Midtown where the school was located. By the time the train slowed to a stop, the school had come into view, the school was built between two buildings that towered on either side of it, the high school itself was about seven stories tall with a Horseshoe shape, the opening pointing out towards the street with the courtyard in the center,

As the train pulled to a stop, Peter disembarked, walking towards the stairs leading down to the ground before being shoved aside by Flash, the others fallowing him as Peter glared at him. He sighed before fallowing them down. Walking down the sidewalk, he looked up at the school sign above the entrance gate, _Vale Midtown Magnet High._ With a M2 right below the school name, it's unofficial nickname. Peter looked in the courtyard where other students where wandering about, the young man walked around the fountain in the center of the courtyard and entered the school.

His first class was on the third floor, taking the Southern stairwell, he walked past the main office, looking inside he saw Principle Lee talking to Vice Principle Oum. The principle gave him a nod of acknowledgement which Peter returned before continuing towards the stairwell. A pair of students rushed down, making Peter lean against the railing so he wasn't run over, "Midtown's professional wallflower everyone." The young man muttered to himself before continuing up the stairs.

Walking up the flights of stairs he walked through the third floor to his homeroom, room 1610, taking his seat in the fourth tow by the window, he watched as Mr. Bendis sit down at his desk with the newspaper in his hands. Mr. Bendis was the current events teacher at Midtown, his class mostly consisted of debating issues that where currently occurring in the world, Peter wasn't into history but current events was something he was able to keep up on.

As the bell rang, the other students in the room took their seats.

"Ok everyone, settle in." Mr. Bendis said to the students, the instructor pointed to the board in the front of the room as he pressed the remote in his hand. The holographic screen came on, showing the a news page. "Alright the field trip isn't until after lunch, meaning you all still have three more classes so buckle in. Now, what can you all tell me about-" he began, some of the students taking out tablets and computers while a few took out notebooks.

Peter pulled his notebook for the class, adjusting his glasses he opened his notebook to the last page he had. As he idly began to take notes for the class, he felt something small and wet hit the base of his neck. Reaching back out of reflex, he found that he was hit with a spitball. He glanced back to see Kong chuckling to himself. _Careful Kong, make sure you remember to blow, I know it's hard to remember but at least try._ Peter thought snarky. He continued to take notes, ignore a few more spitballs that hit the back of his shirt and head, it was true what they said about ignoring bullies, if h ignored Kong long enough he would eventually get bored.

What they didn't tell you is that bullies could get creative, a spitball landed in his notes. He turned his head and glared at Kong, who feigned a look of innocence. "Kong," Bendis said, making the faunus look up, "What else could we use as a reliable source of information?" he asked, putting the Grifball player in the spotlight

The lineman was thrown off by the question, "Um….WeVid?" he asked, thinking of the video upload site.

Bendis gave Kong a look, "Not exactly what I was thinking, Peter could you tell us why?" he asked, the young man smile at the chance to get back at Kong.

"A site like that is just videos, it has news on it sure but there's so much on the site that it's hard to tell what a real source is. A certified site would be like a newspaper's website." He answered proudly, making the teacher nod and add it to the board along with newspapers, official documents, and eyewitness accounts.

"Exactly, Kong you could learn a thing or two from Mr. Parker. Like not chewing your notes." He said, making the class, including Peter, chuckle. The bookworm didn't need to look back to know Kong was now scowling at him. When he felt another wad hit the back of his head, but honestly it was totally worth it. The class continued on with Kong's taunting dying down soon after the incident, soon the class came to an end and the students were dismissed.

Peter's next class was art class on the second floor, as Peter exited the room however, he was knocked over by Kong barging past him and causing the contents of his backpack to spill across the floor, "Oops, sorry Puny. Hehehehe." He chuckled as he walked off, leaving Peter to pick up the books, notes, and pencils.

"Well at least I'm not the only one who gets run over." Peter looked up to see a teen about his age, he was skinnier than Peter was which was saying something, he had wild and curly hair that was blonde colored with freckles across his face. He bent down and helped Peter gather his supplies, much to the other teen's gratitude.

"Thanks Clayton." Peter said gratefully before standing up, "You going on the field trip?" he asked as the pair walked through the halls. Clayton wasn't exactly a friend of Peter, he was more like a fellow victim, Herman was picked on because of his size however instead of intelligence like Peter. Not to say he wasn't smart, rumor was that Clayton was already being eyed by a number of colleges both in and out of Vale

"No offense Peter, but that's just asking for trouble, least here at school you know they won't throw acid on your face." Clayton said dejectedly, Peter frowned, Clayton's version of Flash was a big guy who was ironically nicknamed Tiny. While Peter didn't have many nice things to say about Flash, he at least apricated that Flash didn't outright assault him. "See you Peter, and good luck." He said as he continued down the stairwell to the first floor while Peter made his way to class, the young man frowned when he saw Flash standing outside the door to his next class.

 _Yeah I'm probably going to need it._ Peter thought as he gulped.

* * *

Peter managed to survive the other classes and made it to lunchtime, the cafeteria for the school was actually on the roof, there was a large glass dome for when winter came in the center of the school roof with the sides being able to seat students outside. Aunt May had time to pack Peter his lunch today, so he managed to avoid the lunch line, walking towards a open seat at a long table, however the girl sitting beside the seat suddenly placed her back in the empty space, 'Sorry, taken." She said without meeting his eye.

Peter backed away a few feet and turned around to a small round table by the door, sitting down at the table, he slung his bag off his shoulder and placed it on the ground beside him before digging in and pulling out a metal lunchbox. Peter smiled, it was a gift from Aunt May and Uncle Ben for when he first started attending High School last fall. On the lid was a picture of an atom with a speech bubble on it, _'I think I lost an electron, but I'm not positive.'_

Peter smiled at the stupid joke on the lunchbox, flipping the lid open he dug into the container and pulled out his sandwich, cup of pudding, and a box of juice. As Peter ate his lunch, he looked over to the table where Liz was sitting at. She was sitting between Gloria and Sally, and was laughing at something Sally had said, Peter let out a dreamy sigh, _Ok Parker quit staring, it's weird._ He said to himself, _Besides last thing you need is Flash putting you in a locker._

After finishing his lunch, Peter put his lunchbox back in it's place just as the bell rang, signaling the end of lunch. The loudspeaker turned on a few minutes after the bell finished ringing, _'Attention Students, the bus for the field trip to the Scientific Exposition will be leaving in the next twenty minutes, all students attending please make your way to the bus.'_ The speakers announced as Peter walked out the front of the school, having walked down the stairs while the announcement came on over speakers.

Walking through the courtyard he boarded the bus and walked to the back where the one seat was shorter than the others. The bus filled up over the next few minutes, thankfully sitting in the back made him less of a target for Flash and Kong, when the twenty minute mark hit the doors closed and the bus began to drive. Peter dug into his bag and pulled out a textbook to study in order to pass time on the trip, within half an hour the bus pulled to a stop outside the Hall of Science building, the Science Expo banners cascading down the front of the building promoting the event.

Filing out of the bus, the students gathered outside the building in a group, the teacher in charge of the field trip was the science teacher Mr. Slott. "Alright everyone, keep together in a group and no one touch anything. Understood?" he asked, receiving muttered responses of agreement from the student body. The group walked up the steps of the building and entered through the doors. A smile grew on Peter's face as he entered the building, there were a number of exhibits to explore, "Now everyone you're free to explore the exhibits in whatever order you want but do not leave the building. Understand? We're here for a whole 2 hours so make the best of it." Mr. Slott said as the students dispersed throughout the main hall.

Peter walked forward with a smile on his face, as he walked through the floor, he paid no attention to the small arachnid crawling across the ceiling. No bigger than a regular spider, the small eight legged creature crawled across the ceiling, not drawing anyone's attention.

Meanwhile, Peter walked through a doorway where a crowed had gathered in front of a demonstration, "-and while unlike dust crystals, radioactive energy is an unlimited source of energy, unlike dust which we need to mine." The presenter in front of the crowed explained as Peter walked up near the front. Behind the present was a massive machine with two orbs attached to two spires. "We're going to show a short demonstration, Radiation will be funneled safely between these two conductors, showing that the energy can be transferred to pure power." The man explained before walking to the base of one of the spires where a computer was located.

The machine hummed to life, suddenly a wave of energy pulsated from one of the orbs to the other, the radiation flowed between the two orbs much to the crowd's astonishment. However what none of the onlookers took notice of, was but the spider on the ceiling above the machine, the tiny spider suspended itself by but a thin thread of silk and lowered itself down, down, down.

The arachnid dropped between the two orbs, the radiation bathing it with energies unbeknown to it morphed it's biology to something foreign and unknown. The spider's web snapped, the creature fell upon the shoulder of Peter, not known to the teenager as his attention was drawn to the demonstration. The sider crawled down his shoulder, down the young man's arm, and onto Peter's hand.

"Wow….so cooOOOWW!" Peter hissed out as he felt a stinging pain on top of his hand, slapping his other hand ontop of his other. Some of the other patrons looked at him strange but dismissed it.

Peter looked at his hand, on the top of his hand was a bite mark with small trickles of blood coming out of the bite. "Aggghhh, what the-" he muttered as he looked into his hand that he slapped his other with, nothing was caught in it but on the ground in front of him was a small spider, the creature dead. "-a spider?" he whispered as he wandered away from the demonstration, rubbing his hand as he left the room and joined the rest of the class.

* * *

The rest of the day, Peter felt odd.

On the bus ride back to school he had a headache, however he wrote it off to simply reading on the bus on the way to school. However during the last class of the day and on the train ride home, the bite mark on his hand began to sting. As soon as the train pulled to a stop, Peter headed straight towards home, "Ugh, what the heck is happening? Am I sick? Did I get sick from that spider? I mean some spiders are poisonous, but that one that bit me didn't look poisonous. Oh god if Flash finds out I was bit by a poisonous spider I'll never live it down." He said as he walked.

However as he took his next step, a strange sensation traveled from the base of his skill all the way down his spine. Out of reflex, Peter turned his head to see a car just as it's horn blared out driving straight at him at full speed, Peter's mind went blank and left him with only his instincts, and his instincts told him JUMP!

Peter's leapt out of the way, the car swerving to the left before correcting it's path once the driver realized he hadn't hit anyone. Peter opened his eyes, part of him expected to be flat on the pavement, the other part expected him to have died and moved on and awoken somewhere else…..and in truth he was somewhere else other hand the street. He turned his head, and saw a window beside him, "Wha-Wha-WHAT THE HELL!?" the teen yelled at the top of his lungs as he saw his face was right against a brick wall, looking down he saw the ground about six ten feet below him, he had leapt clear from the rad into the space between two buildings.

Peter was, understandably, in shock.

 _Th-this is a dream, this is one of those dreams you have. Like you go to your school in your underwear and you try and run home but for some reason it's like your running in water and everyone sees you. Yeah this is a dream, this is so a dream. What else could this be but a dream?_ Peter thought to himself as he laid himself flat against the wall so he wouldn't fall to his death. He stayed like that for a few minutes before slowly drawing his left hand off the wall, _Ok so say this isn't a dream….I can't stay here someone will see me eventually. So lets slowly, carefully, move._

Peter raised his hand up the wall slightly, puling himself up he reached his other hand further up, the toes of his feet pushing him up as he moved his legs in tandum to crawl up the wall. A drunken smile appeared on Peter's face, _This, this is insane, human beings can't do things like this! Well they can, but usually you need a semblance or something, I just jumped onto a wall like a fricking grasshopper, and now I'm scaling it like it's nothing! I'm not even putting any effort into this it's like instinct!_ His inner speech thought with a hint of delirium as he reached the ledge of the room.

Reaching his hand over the side he felt around for something sturdy to grab onto, his fingers felt something metal and he immediately grabbed it with all his might. It was like he was crushing tin foil. Using his other hand to pull himself up he also ripped the metal off the roof. Pulling himself up onto the ledge, he looked at what he had grabbed and saw it was a metal flu with a cone shaped top. Peter up from his hand and collapsed backwards onto the roof, staring up at the sky he ran his hands up over his face.

He readjusted his glasses he back up, "Ok, ok, ok, ok, ok, ok! Parker, let's calm down and think about this scientifically, you're a scientist. So let's asses the situation." He said, trying to calm himself down.

It did not work.

"THE SITUATION!? I JUST CLIMED UP A WALL WITH JUST MY BARE HANDS AND FEET THAT'S THE FREAKING SITUATION!" He yelled out as he stood and backed away from the ledge, looking down at the crushed chimney he reached his arm back and tossed it, the crumpled object flew far through the air, almost out of sight.

Peter winced when he heard it shatter a glass window.

"Oops…..I uhh….I better go." He muttered as he turned around, however he didn't see any way down from the building, so he inched towards the ledge he climbed up from and lowered himself onto the edge and slipped over the side, landing on the ground with one hand reached out in front of him and on both feet. Peter ran he rest of the way home.

As soon as he reached the Parker residence he dug into his pocket for the keys and unlocked the door before entering the house and slamming the door shut, pressing his back up against the door, he looked through the living room window to make sure no one had fallowed him. Storming up the stairs to his room, he shut the door behind him and tossed his bookbag onto his bed. "Ok, let's try this again science guy. Why is this happening?" he asked himself as he walked around his room.

His room was fair sized, his bed was in the center of the room against the left with a nightstand beside it. His desk was against the wall opposite of the door in front of the window and right beside his closet on the right of the desk. The walls were covered with a few posters, one of a popular band, another was a astrology picture with the shattered moon on it in different phases.

"The spider…I started feeling funny after I got but by that spider. And I got but when they were showcasing radiation….could it be possible that the spider was exposed to the radiation?" he pondered aloud as he sat on his bed. He knew that spiders could cling to walls and scale sheer surfaces, and spiders have been known to jump from point to point. "But the strength…..well some arachnids can lift several times their own weight…..I wonder." he stood up from his bed and turned around. Leaning down he grabbed the edge of the bed with one hand and lifted up.

The frame rose off the ground without so much as a sweat from Peter, carefully setting the bed back down he looked down at his hands with a large grin spread across his face. "Oh man next time Flash messes with me? Wham!" he said, smacking his fist against his open palm. He had been fantasizing of how he could get back at Flash for all the abuse for years now, and suddenly they had all become quite possible, "Next time Flash tries to give me a swirlie? I'll throw him in the dumpster out back and flip it over." he pondered aloud as he flopped back onto the bed.

Another idea came to mind, "Wait this fixes everything! I could beat up Flash, Liz will probably dump his loser butt when she sees, and come running to me." He said as more and more possibilities came to mind, however those came to a halt when another idea came to his head that put a hole in everything. "Wait….would people even think it's cool? I mean would they freak out and think I'm a weird mutant faunus monster or something?" he asked aloud as he sat up.

Peter had no ill-will towards the Faunus population of the world, in fact Uncle Ben had taught him to respect the race of people, they had been though so much injustices that no matter what Peter went through, it would be like comparing a glass of water to an ocean. But not everyone shared that view, obviously.

"Ok maybe I shouldn't be showing off TOO much….come to think of it I'm not even sure all what I can do." He realized, so far all his abilities had been out of reflex alone, and not to mention he hadn't the idea of the extent of them. Standing up from his bed, he looked up at his ceiling, hopping up from the floor he expected to just do a little jump.

Instead he hit his head against the ceiling and fell onto the floor with a loud groan of pain as he held his head, "Ok…ow….note to self, do not jump indoors for the time being. Ouch." He winced as he picked himself up off the floor of his bedroom, looking out the window, he pulled out his old scroll and checked the time, Aunt May said she wouldn't be home until later so he had the time to test out his powers.

And he knew just the place.

Climbing up onto his desk, he slid the window open and looked around to make sure no one was around to see him. Reaching outside hecrawed along the wall outside the window and up onto the rood of the Parker home. Looking around again to make sure he hadn't been caught, he looked back at their rear neighbor's house. He leapt into the air, going somewhere about three stories and coming down on the neighbor's roof with enough force to knock loose some shingles, "Oops." He whispered before jumping across the road to another house, and then onto a streetlamp which he quickly leapt off of and as a large moving truck passed underneath it.

Landing on the cargo portion of the truck, he sat down as the truck drove towards the west.

Within minutes Peter once again jumped from the vehicle into an alleyway, walking out the other side he saw he had arrived where he wanted, the old Schnee warehouse. The place had been abandoned for years after the company had moved the goods inside somewhere else and no one had bothered to buy the land.

The barbed wire fence was supposed to stop anyone from entering, however Peter lept into the air and front flipped over onto the other side, landing with his knees bent he hopped up and started walking to the old warehouse. "Ok I guess I can add agility to the list of powers... which makes sense now that I think about it, Spiders have a natural balance since they have a smaller equilibrium than humans, I wonder if…" he stopped in the doorway.

The warehouse was empty for the most part, the only thing of note was an old forklift that was rusted by time and was beyond repair. Peter leapt towards the old machine with his hands outstretched.

Grabbing the top of one of the arms that raised and lowered the platforms, he easily preformed a single handstand on the point, "Ok yeah, I will never be able to trip over myself ever again." The teen said happily as he flung himself off and onto his feet before lifting up the forklift, "This is insane! I bet I could juggle this if I wanted." He said before dropping it down onto its side. Peter looked down at his hands and clenched them into fits, he slammed his fist into the undercarriage of the machine, the strength tearing off some of the metal as the machine screeched across the floor, much to Peter's shock.

"Ok maybe I shouldn't beat up Flash, not unless I want to put him in a coma…. I'll circle back to that later." He said as he sat down on one of the tires that came off the forklift. "Still though these powers solve everything! I can make Flash stop bossing me around, and get girls, and popularity…now if they could only get me some more cash." He muttered.

Peter did in fact already have a job, after school and on weekends he worked at a disassemble and repair shop called the Outlet. He used parts from old broken machines to fix new things that need repair. Unfortunately, most people usually just but a new one and don't bother to repair it, and while they had a steady business, Peter was barely making minimum wage with what he earned. Making his way out of the warehouse, he jumped over the fence again, landing beside a wooden pole, he looked both ways down the street to make sure he wouldn't have a repeat of what happened earlier when he noticed something on the powerline pole.

Stapled onto the wood was an old ad with the bottom having cut out phone numbers, _'Do you have what it takes to last three minutes in the ring with Crusher Hogan!? $500 dollars to the whoever can last that long in the ring!'_ it promoted. Peter smirked as he cupped his chin as he realized something.

"Three minutes against a kid with the powers and abilities of a human sized spider? Yeah, I'll take that bet." He said as he tore off one of the numbers and began walking towards work.

* * *

Peter arrived at the Outlet shortly after his testing out his powers, the store was near the underside of the bridge stretching all the way to Vale. The shop was a single-story building with a thrift shop on one side and a closed down grocery store on its other side. Peter entered the store and made his way up to the register where his boss, Phineas Mason was fiddling with a computer's motherboard, "Afternoon Mr. Mason." Peter greeted as he lifted the counter and walked around back. The store was fairly bare bones, behind the counter there was a doorway leading to where rows and rows of shelves containing a number of old broken machines, computers, and appliances with workbench I the far back where they were worked on

Phineas was an older man, the grey hair circling around his head with a green visor over his head, with small magnifiers lenses and a flashlight attached to the beak of the visor. He wore a blue jumpsuit with a toolbelt around his waist with numerous tools in the pouches, the tools varying from blunt instraments like hammers to precise wire cutters. "Afternoon Peter." The boss greeted as Peter tapped a random dollar amount in until the register dinged, he reached inside and picked up the cash slots and grabbed his name tag underneath before clipping it onto his shirt.

Phineas passed him a clipboard, "Here's the orders for the day." He said, Peter took the clip board and read over the items needed for repair, a blender, a remote control, and a fan. "Try to finish the remote, it's to one of those home systems so they'll fuss if we don't fix it, and then work on the others." He said, Peter nodding as he walked into the doorway.

As Peter closed the door behind him the front door to the store opened, entering the store where was a man, he was around Phineas' age, his head was bald and wore a brown aviator jacket and a pair of jeans and work boots, he had a cap with the Minstrel logo on it. "Excuse me, I'm looking for Phineas Mason? He's an old looking fart who's losing hair?" he asked, making Phineas look up at him. Two chuckled before smiling at one another, "Mason it's good to see you." He said, reaching his arm out and shaking the man's hand.

"Adrian, it's been too long. How've you been?" he asked as shook his hand before stepping out from behind the counter. Adrian Tombs was one of Mason's oldest friends, they both served in the Minstrel Air Force in their youth, Adrian being the pilot and Phineas being the ship's mechanic. "So, what brings you all the way to Patch?" he asked as he leaned back against the counter.

Adrian peered at the door behind the counter before speaking, "You remember 'bout twenty years back? That prototype we drew up? Vertical Updraft Traction Reconnaissance exosuit…..I know you remember what happened." He said upon seeing the look of distain wash across Phineas' face. Adrian took his scroll and pulled it apart horizontally and handed it to his friend. The mechanic looked on the screen, the scroll showed blueprints for the suit, it was designed to have massive wings that were capable of maneuverability to an extent, with the wingtips bladed to cut down on wind resistance. The suit was designed like a harness, the pilot steps onto the footholds and straps in to pilot it, it was designed with large talons to pick up large objects with ease.

On the shoulders of the wings were small turbines that kept it afloat in midair with thrusters on the back to control movement and speed. "I haven't seen these since the SDC…. Adrian how on Remnant did you- "he started, the last time he saw these designs they had been shown to a Schnee Dust Company rep who stole the designs from the two of them.

"Some friends in Minstrel got me them back…I have the prototype Phineas. I want you to help me complete the design." He explained with a smile that Phineas shared.

The mechanic's face turned from one of elation to one of confusion however, "Wait, why?" He asked, the suit was designed with the purpose of retrieval, the exo-suit's main purpose when being conceived was extracting individuals from grim infested zones.

Adrian's face became hard, "Schnee stole from us Phineas…I've been returning the favor." He confessed, making his friend's eyes widen, "But I finally got it back…. if we make it we can show it to someone else, get a new company to pick it up, the dream's alive again Phineas, we sell this idea and we can live off the idea for the rest of our lives." He explained, his friend looked unsure however. Adrian did just admit he had been stealing from the company who stole their idea, so clearly his friend had changed over the past few years.

But he was still his friend, "…. I'll look over the blueprints, I might have the supplies I need…but we'll have to get the money soon…. I haven't told anyone yet but the shop is being bought…. give you three guesses who." He said, Adrian scowling at his guess.

However, he instead smiled, "Thank you Mason…. just think, we do this and we're golden." He said, patting his friend on the shoulder before he was handed his scroll back, "I'll send the actual blueprints to you. I'm staying in Vale, we'll grab a drink later?" he asked, getting a nod in response.

Adrian exited the store with a spring in his step.

Meanwhile in the back of the store, Peter finished working on the remote like his boss had wanted, and was working on the fan. However, as he worked his mind was still on his newly gained abilities, he had noticed that he was much more aware of his surroundings now, almost as though he could actually feel everything around him. For example the fly that had been buzzing around could be felt even while he was focused on repairing the remote.

"Ok this is so cool." He said, quickly swiping his arm back and capturing the fly in his grasp, tossing the remains aside he lowered his hand to his scroll on the desk beside his work. On the small screen was a video showing a spider crawling across it's web to an ensnared bug, "Hmm…..Spiders can sense vibrations on their webs….maybe it's something like that? But I'm not on a web…..wait can I make webs?" he asked himself.

So far he had shown to have strength, speed, agility, and flexibility similar to that of a spider, not to mention the wall crawling. Peter cupped his chin as he contemplated this while he watched the video, "Spiders use spinnerets located in their thorax to spin webbing…..I don't have spinnerets on my body, at least I really hope not." He said, last thing he wanted was for someone to ask what that strange substance he had on him was.

Looking at the tools on the desk, an idea came to mind, "Maybe I could make my own spinnerets….my own webbing." He said aloud, turning around and looking at the spare parts. "Yeah…..I mean what's a spider with no webs?" he asked himself as he turned back t the desk and pulled a sketchpad over. "Ok if I'm serious about this, I got to make them accessible at all times. Maybe a web gun? No, I don't want to have to explain that to Aunt May or Uncle Ben if they find it," he said aloud.

He was sure that he did not want either Aunt May or Uncle Ben to know about his newly acquired 'skills' until he was absolutely sure that they would not freak out…..so possibly never. _Wait even if I make this, that's half the problem, spiders use natural nutrients in their body to create webbing…..but maybe I could create some kind of chemical substitute?_ He thought as he began drawing up designs for his spinnerets.

* * *

Peter walked into the Parker home with a excited smile on his face and a large cardboard box under his arm, having spent some of his well earned money at the thrift store beside his work. "Peter that you?" Aunt may called from the kitchen. The ground floor of the parker home was relatively small, the kitchen led out to the back yard with the living room on the left side of the house and the dining room on the right, the upstairs held both bedrooms for Peter and his Aunt and Uncle. Setting his box down by the stairs he walked into the dining room, Ben smiled at him as he entered and took his seat.

"Hey Pete, how was the science expo?" his uncle asked as Peter pulled his seat in to the table as Aunt may set out dinner, tonight was meatloaf night.

It wasn't until Peter saw the food did he realize just how hungry he was, "It was cool." He said simply before digging into his food. Peter ate like he was starving for the past day or so, the sight was so shocking that both Ben and May stopped to simply watch as their little Peter completely cleaned his plate of food and took a bigger slice from the pan, "They showed a lot too, I saw this one demonstration that I'll never forget." He said somewhat cheekily.

As he continued to eat, Ben leaned over to May, "Should…..should we do something? I mean I know he's growing and needs to eat but still I think he's eaten more than he does on the holidays." Ben whispered as Peter took a large gulp of milk and set it down on the table. The spider imbued teen simply ignored the couple and ate until he was filled.

"Mmmmm, thanks Aunt May it was delicious." He said as he stood up and went to put his cup and plate away in the sink. "I got some homework I need to do. I'll be up late." He announced, grabbing the box he brought home before going up the stairs.

Meanwhile however Ben and May looked at each other, "Should….should I say something?"

"I mean he cleaned his plate….he washed the dishes. He didn't do anything wrong." She said with a shrug before setting a plate of meatloaf down for them both.

Upstairs, Peter had locked the door to his room and opened the box on the floor. Peter came to realize something crucial whilst coming up with the artificial spinnerets that he couldn't do any of these freely without his identity becoming public. So the idea of coming up with a disguise came to mind, so he went to the thrift store next door to his work and bought some old clothes to fashion a disguise from.

"Man they had a lot of red and blue on sale." Peter said as he dumped the contents of the box onto the bed. He had bought blue long sleeve shirt, a short sleeved red t short, baggy blue cargo pants, a pair of black goggles with white lenses, grey shoes with a red tongue and strings, and a pair of black fingerless glove with red gloves as well as a long red fabric he aimed to make a mask from along with the artificial spinnerets. "Ok, Aunt May taught me how to sew…kind of….I can do this…..now where's my scissors?" he asked.

Peter sat on the ceiling as he sewed the mask onto the red t shirt, he had bought some black string for the stitching so when he finished, it looked…..homemade, as Peter would say. Dropping onto the floor, Peter looked over his handiwork and found that his work was satisfactory, the stiches around the neck of the shirt and up the sides of the mask with two eyeholes cut out. Pulling his shirt off, he was about to put his costume on when he noticed his reflection in the mirror. "Wow…..I'm liking that spider more and more by the minute." He said.

What was once an skinny teen's body was now that of a star athlete, flexing his arms up he saw that his biceps were in peak form along with abdominals and pectorals. Peter slipped out of the rest of his clothes and put on his disguise. Taking his glasses off he quickly fastened the goggles over his eyes so he could see, he looked over himself in the mirror. "Hmmmm, not bad…..but I feel like it's missing something." He said as he rubbed his head. "Maybe like a symbol or something. Yeah right in the chest, that's right where everyone puts it…right….and I think I got just the thing." He said as he walked over to his desk while he took off his top.

Pulling out a black marker, he carefully drew on a small spider on the chest, the body being two ovals and the arms being basically stick figures. "There we go, perfect." He said satisfied. Looking back at the bed he looked at the spinnerets he had spent the rest of the day building at work. He settled on a gauntlet inspired design, where the 'Web Shooter' as he called them clipped around his wrists, he also designed a palm sensor to react when he pressed down on it, but this was only part of the webshooters, he still needed to make the webbing itself.

As of now, the only idea Peter could come up with is using a type of fluid that was formed by mixing certain enzymes together so that when exposed to the air, the webbing would harden from a liquid like substance. Taking off his costume and changing into his pajamas, he put it into the box he brought home and slid it under the bed before picking up the web shooters on his comforter. Taking them over to his desk he sat down in the chair and pulled his bookbag over, taking out a notebook he used for science as well as his chemistry book class he turned to a blank page and began reading through the textbook.

Picking up his scroll, he dug the phone number out of his discarded pants pocket and dialed the number, "Hello? Yes I'm calling about the Crusher Hogan challenge, I was wondering if the prize is still on the table? It is? Alright good….my name? Oh it's….um…" he stumbled, _Ok duh I can't use Penis Parker, ok genius think! Human Spider? Nah, Spiderling? Ehhhh, maybe if I was ten._ He thought to himself. Peter wanted his name to mean something, he wanted it to mean he wasn't going to get pushed around like had as Peter Parker, he didn't want to be some kid he wanted to be….

 _A man…._

"Spider-Man. Yeah, My name is Spider-Man." He reaffirmed with a smile as he reached his free hand out and twisted the web shooter around in his hand. _Not wholly original I know but I couldn't care less, goodbye pathetic Parker, hello money, hello getting girls, hello not being a wimp. Hello Spider-Man!_

* * *

 **AN: Originally this was only going up to where peter finds the flyer for Crusher (inspired by the Marvel Adventures Spider-Man comics tbh) but I decided to give it some more story.**


	2. Chapter 2 (Lessons Learned)

**Lessons Learned**

* * *

Peter's mind was anywhere but class when he sat down for chemistry, Mr. Ramos had assigned the class to create a balanced chemical equation and then see if it works in practice. He had already turned in the paper and proven the chemical balance to the teacher so he had the rest of the period to create his web fluid…. but it wasn't exactly going well. He had stayed up half the night writing down possible equations but all the enzymes that he introduced to one another simply didn't mix correctly.

The chem lab was divided into work stations for each student, so Peter had his all to himself thankfully as not to explain what he was doing. He had a few beakers, test tubes, and a burner on his station. He had his notes on his desk as well, and he had more than half of them erased or crossed out because they failed to give him the results he needed.

 _Come on Parker, the match his tonight. I know I can beat this guy without webs but still, I want to make a show out of this, not beat him with one punch._ Peter thought to himself as he sighed. Tapping his pencil eraser against the paper, he looked over the formulas once again for what he thought to have been the hundredth time. _Ok maybe I should start thinking that I'll not be able to make webs simple as that, I mean the chemicals won't bond together. I mean maybe if I…. wait a sec._ he thought to himself, leaning over the desk and looking at two of the formulas he scribbled down.

 _If I were to combine this…and then..._ he looked up from his notes at his supplies, taking a clear liquid and pouring it into a beaker, he grabbed a purple power and poured some into the beaker and used a metal rod to stir it. Reaching for an orange liquid he poured it in as well, turning the substance in the container a white color and fizzle up. Pulling the rod out, the substance clung to it with strands. "Yes!" he cheered, throwing both arms up into the air, causing the entire class to look at him, he saw that he had made himself the center of attention, "Um…. yeah…. science…is cool." He said, trying to cover himself.

This however got him only weird looks from other students, looking at the web fluid he couldn't stop smiling. He had done it! _Holy crap I can't believe it! I seriously can't believe it!_ He pulled the rod free and inspected the webbing collected on the end, he propped his textbook up so that no one could see exactly what he was working on and so no one could cheat off him. Pulling at the webbing, Peter found that the substance itself was strong, _even with my Spider Strength I need to put some force behind it to snap off. I mean Spider silk, actual spider silk, is stronger than steel…. oh man I could make a mint off this stuff! But before then, I'll test it out before my match tonight, see if the webshooters work right…that is if I can find a way to get this stuff out of the lab without anyone noticing._ He thought as he looked around the room.

Obviously, Students were prohibited from taking chemicals home with them, in fact all chemicals were to be dumped after class was completed. Thankfully for Peter, the ingredients used to make the web fluid were easy to acquire, but he also didn't know how long it would remain potent, _I guess I could sneak in during lunch and swipe it. The school's security is basically just those cameras in the halls, and no one will be looking up the side of a building._ thought peter as his gaze drifted to the open window facing the building beside the school.

Peter opened the drawer to his work station and quickly set the beaker in the compartment before pushing it shut. The bell soon rang and the class was dismissed, Peter grabbed his bag and slung it over his shoulder before walking out of the classroom. He had a free period before the end of the day, _Ok I'll crawl in, grab the beaker, and crawl out._ He thought simply whilst he walked up the stairs to the cafeteria, walking out the glass doors of the dome on the roof, he leaned against the railing ad looked past the fence surrounding the roof so no one accidently fell.

Behind the school was the Griffball stadium, Peter leaned over on the railing and smiled, _I bet I could get on the Griffball team if I tried…. scratch that I could get on without breaking a sweat!_ Peter thought with a grin. Looking down at the field, he saw that the cheerleaders were practicing, his eyes went to Liz Allen, she was talking to Sally as they sat down to talk between exercises. Seeing her made a smile spread across Peter's face and butterflies flutter in his chest.

It disappeared however when his new sixth sense alerted of a Griffball heading right at his head. He turned on his heel and caught the ball right in front of his head, lowering the ball he saw the stunned faces of Kong and Flash, it was honestly a satisfying sight for the teen.

"You lose this Flash?" he asked, waving the ball at the players. The quarterback's shocked demeanor changed into an irritated one. Peter flicked the ball back at him with some extra force behind it, so much so that when Flash caught it he had to take a step back.

"You know Parker if I didn't know any better-" Flash began, but Peter was ready for it.

 _This has been a long time coming._ "Then your IQ would be high enough for you to know what IQ even stands for." He quickly countered smugly before crossing his arms over his chest. Flash's anger was clearly shown as he reached to grab Peter's collar, hover the teen intercepted Flash's hand by the wrist, the player struggled to break out of Peter's grasp. "Oh, is that your throwing arm? If so it is a miracle how you manage to actually win any games." He joked before pushing Flash's arm away.

Kong chuckled at the joke, making Flash look back at him, the lineman shrugged, "What man? It was pretty funny." He said with a shrug, making Flash glare at him even more. Kong held up his hands, "Hey Parker's the one who said it." He said, causing Flash to realize who he should be focusing his attention on the spider empowered teen. However, he found that during his short squabble with Flash, Peter had simply walked off, "That's right Parker, better run." He grumbled as he walked off, Kong chuckling to himself, he didn't know Parker could be funny.

Peter had slipped away onto the side of the school, crawling down the side of the school, he peeked inside the chemistry lab, his glasses nearly falling off before adjusting them and swinging himself on his hand so he was upright against the window. Crawling inside the room, he walked over to his desk and opened his desk drawer and pulled out the web fluid out from the drawer. _I'll take it home, mess around with it for a little bit. Clean the Beaker and return it tomorrow._ He thought as he put a lid on the substance and put it in his backpack.

Exiting through the window, he crawled around the side to the corner of the building, dropping into the alleyway beside the school, he made sure no one had seen him before jogging out onto the sidewalk towards the train platform. He was finished at school for today, and he needed to get home and test the webbing out before his match.

* * *

Peter had hold up in his room when he got home, after loading the web fluid into the cartages for the webshooters, he fastened them onto his wrists. "Ok then let's see if these things work like they-" he started, clenching his fists shut the cartridges suddenly popped! Covering Jason's head and torso in webbing, "MMMHHH! MMMMHHHHH!" Peter reached up for his head and pulled the webbing off his face. "Gah! That tastes terrible! What do I expect though?" he asked himself as he took off the webshooters and placed them on his desk.

"Ok, let's see…" he said, pulling out his drawer and taking out some small tools he kept to repair his personal science equipment. Looking closely at the nozzle where the webbing was supposed to come out from, he saw the problem. "Oh duh, I didn't open the ports. Pressure must have built up and webbed myself." He realized as he opened the ports so the devices would work properly. Clipping them back onto his wrists, he looked around for something to use as a target.

His eyes settled on the globe on his dresser beside the door, closing one eye he aimed his hand and pressed down with his two most inner fingers onto the trigger.

 _TWHIP!_

The webbing shot out from the port and connected to the orb, Peter grinned, "Yes! I did it!" he cheered as he raised his arms up, this however caused the webbing to be pulled and the globe was yanked off the dresser, Peter quickly sprayed a wider web out under it, catching it. "Huh…. this stuff is flexible, it's got elasticity to it too." He noticed as he grabbed a part of the web and pulled it apart with both his hands, the substance felt together and stretched out from Peter's strain on the webbing.

Letting go of the web, he aimed both webshooters at the ceiling and gently pressed down on the studs in his palms, the webbing shot to the surface, Peter lifted himself up into the air by the webbing, "The sides are kind of like Velcro, it sort of sticks but the end can stick to almost anything." He noticed as he swung his body upside down, pulling himself up he backflipped onto the ground. As he stood he looked down at his palms where the studs in the middle of his hands were, "Good thing I tweaked these so they only react when I use two fingers…. hmm, looks like depending how much pressure I apply, the different pattern of webbing is spread." He said as he gently pressed down on the pads quickly, making a large net like web splatter across his window and the wall around it, "Ok this stuff is so cool!" he said excitedly.

He expected the webbing would act like ropes that went a few feet but this was more than he could have hoped for. However, the excitement ended when he heard the front door to the house close, "Peter are you here?" Uncle Ben called out from downstairs. Peter looked around in a panic, he ran over to the globe and tore the webbing off the dresser and wrapped it around the small model.

"I-I'm here Uncle Ben just a second!" he called out before running to the window and trying to pull the substance from the wall and glass without ripping either out.

"Oh, I'm heading up anyway." Ben called out, as Peter looked up at the ceiling where the two webs were hanging from with the other webs gathered up in his arms. Ben opened the door to Peters room and found his nephew laying on the bed with him adjusting his glasses back into place, "Peter, can we talk?" his uncle asked.

Peter nodded, his eyes glancing to the ceiling where he had used the webbing to stick the mess to the surface. _Don't look up, don't look up, for the love of god do not look up!_ Peter thought in a panic as Ben sat at the foot of the bed, right under the web. _I'm screwed._ Peter thought in despair as he gulped.

"peter I got a call from school today, now I want you to be straight with me. Ok?" he asked, Peter nodded in understanding, "Peter, did you and Eugene fight today?" he asked, the teen looked at him shocked before his face flushed with anger.

"He was…. he threw a ball at me, I caught it and tossed it back." He explained, his uncle's gaze didn't waver off him. Peter exhaled a breath, "He was about to make fun of me and I beat him to the punch, he tried to grab my shirt but I stopped him." He admitted fully. He and his Uncle never kept things from one another, he just could never lie to Uncle Ben.

And when he saw the disappointed look on his Uncle's face it broke his heart, "Peter, you know full well that me and May taught you better than that." He said firmly.

"So what the first time I ever stand up for myself and I get a lecture!?" Peter asked, he had taken crap from Flash, Kong, and others for years now, with his newly gained powers he believed that was over for good.

Ben raised a hand, "I never said this was a lecture. But…Peter, I know that Eugene has always given you a hard time, but I've always been, and still am, proud that you were always the bigger man." He said honestly, making peter look down at his feet in shame. Ben placed a hand on his shoulder, "But I know that every so often it's tempting to hit back, there's nothing wrong with that, all that I ask is you try your hardest not to." He said, making his nephew look over at him.

Ben smiled, "Peter, you're a bright kid. And you're turning into a pretty bright young man, and Peter that is one of the greatest gifts you can get…. but with a gift like that, or any gift, I think there comes an obligation to use them." He explained, making Peter brighten up a little.

"So, if I can use my big brain to get some money you'd be ok with it?" he asked.

"Peter if that was the case we would have sold that brain of yours when you started knowing more than your teachers." He said, poking Peter in the head before shaking a chuckle with the teen. "…. did I ever tell you about me and your father?" he asked, Peter's smile quickly vanished. Both his mother and Father had died in an accident when he was just a baby, he didn't remember much about them but Uncle Ben and Aunt May where just as good as they would have been at being parents.

"When me and Richie where around your age, we would have to walk home from school every day. Every day, five days a week until we saved up enough money to buy a car. But until then we walked a mile to school and the morning and back that way in the afternoon." He explained, "And almost every day we saw these boys from our school chasing this other kid that went to school."

Peter raised an eye at that, he had never really seen that happen to anyone, "Wasn't until later we learned he was a faunus. Had scales." Ben explained, making the situation he and his brother faced painfully clear to Peter. "Then one day he ran over towards me and your dad, he asked us to help him, they had pliers with them and they were going to pull off his scales and see if they grew back like a lizard." He said, making Peter's eyes widen, "So me and your dad, stood in front of those kids from our school, humans, same as you and me, and when they told us to step aside? We stood our ground…you know why?" he asked.

"Because it's the right thing to do?" Peter answered automatically, despite whatever powers or abilities he had, he would never hurt someone because they were different than him. Aside from being wrong, it would be sort of hypercritical of him to do so for that reason.

"That was a reason but no." Ben answered, making Peter raise an eye in question, "Me and your father stood our ground because we believed it was our obligation to help, not because it was the right thing to do but because we had the power to do so. And we both learned that day, that with power, comes responsibility." He explained, Peter however looked at him with a confounded expression.

Ben however smiled, "Look Pete, you may not get it now but one day I think you'll understand. And I think then you'll understand why you just because you can do something, doesn't mean you should." He explained before standing up from Peter's bed.

"Uncle Ben…. thanks for listening to my side of the story." He said gratefully to his uncle who smiled at him, Peter swung his feet over the side of the bed, "Look I hate to ask this but there's this extra credit thing I need to study for, I was going to head into Vale tonight and get it done…" he trailed off before Ben ruffled Peter's hair, the teen smiled at the sign of approval. His uncle exited his bedroom and Peter fell back onto the bed, Peter sighed, "Sorry Uncle Ben…. but at least I'm making the best of these powers." He muttered, looking over to the clock on his nightstand he sighed, he needed to get to the arena.

His sixth sense tingled as he heard the webbing snap over his head, he turned his head to see the webbing snap apart and the globe fall flat on his face.

* * *

Peter left the house a few minutes later and waited for the next train to Vale, he arrived at the train stop he mapped out beforehand. A few blocks away from the building where the match was being held, Peter climbed up the side of a building and onto a ledge and changed into his outfit. Stuffing his regular clothes into his schoolbag, he stuck it to the side of the building, "Ok this stuff lasts about an hour or so, hopefully I'll be paid by then." He said to himself before jumping from the ledge and onto a fire escape and springing off and out onto the street where he landed on a flagpole.

Springing off the pole he landed across the street in front of the revenue holding the match, the crowd on the street looked at him startled and backed away from him, "Um…hi, this the way I go in for a shot at Crusher or…." He trailed off, asking the man at the front door. The man recovered and pointed to the side entrance, "Thanks!" he said before running around the side of the building, and entering through the side door beside a closed garage door.

In the garage, there were several stagehands walking about, walking through the garage he walked up to a lady sitting behind a desk. "Um, I'm Spider-Man, I'm here to fight Crusher Hogan for the reward." He explained.

The woman was on the heavy side, a tattoo peaked out from the sleeve of her shirt on her bicep, she had short brown hair and had a 'Death to Grim!' T shirt on, the lockbox on her desk and the number of paperwork made her seem to be the one in charge of this whole affair. She looked up at him with a skeptic gaze, "You eighteen?" Peter lied as he nodded. "You a huntsman?" he shook his head, "Do you possess a semblance or aura and if not do you wave your rights if any bodily injury occurs to you?" he nodded again. "Alright go through that door, last until the buzzer and you get the cash." She explained without much care as she gestured towards the door behind her with her pencil before going back to work on her crossword.

Spider-Man nodded and walked through the door, walking out from the left stage he saw the arena. The arena wasn't as big as the ones on TV, the stands could seat a hundred people, maybe more, and in the center of the large room was the ring. The teen didn't look up what Crusher looked like, however he wasn't exactly shocked when he saw a muscular man in a leotard with a bald head and bushy beard. "Wow, that's almost ever wrestler stereotype I have ever heard of wrapped up into one."

 _'_ _And now ladies and gentlemen, we'll have our reigning champion take on a challenger for five minutes!_ ' the announcer said to the crowd over the loudspeakers as spotlights danced around the arena. _'Today, Crusher Hogan will face the Amazing, the Spectacular, Sensational, Spider-Lad!'_ the announcer said before the lights focused on Peter and the crowd cheered loudly though the open space.

 _Oh, come on!_ Peter thought with exasperation before leaping down the ramming and landing on his hands and springing onto the stage in front of Crusher, Peter raised his hands up in that mimicking a boxer.

Crusher let out a hearty chuckle, "Tell you what shrimp, I'll go easy on you. I don't like picking on little guys." he said as he crossed his arms over his chest. Peter grinned under his mask, he was now looking forward to this, the bell dinged and crusher tried to grab him. Peter jumped over his head and landed on his back before pushing off, sending Crusher into the ringside which he recoiled off and was left charging back at Spider-Man.

"Crusher, can I call you Crush? Listen Crush, I respect anyone who has the courage to dress like that in front of other people so I'm going to give you a chance to tap out now. Save yourself the embarrassment." Peter said as he dived this side into a handstand with only one hand while he used his other to spray a web at Crusher's foot as he passed before flipping upon to his feet while yanking on the web.

The wrestler fell onto the mat face first, hearing a cheer from the ground as he banged the mat in anger before standing up ad barreling down at Peter, "Hey Crush, I'm new at this whole fighting thing, can you tell," he clenched his hand closed, "is THIS-" he swung his fist into the man's chin with some force behind it, "-how you punch someone?" he asked as Crusher stumbled into the ropes. Spider-Man shot a pair of lines at the bodybuilder's chest and pulled him off his feet towards him.

Peter pressed a hand against crusher's chest and lifted him up into the air single-handedly, making the crowd go wild. _Oh, they're going to love this._ Peter thought as he leapt atop a perch on one of the corners of the ring and lifted up crusher over his head.

"AGGGGGHHHH PUT ME DOWN, PUT ME DOWN! I HATE HIGHTS!" Crusher yelled at the top of his lungs.

"Ok Crush, you asked for it." Peter said simply before tossing him into the center of the ring and jumping down beside him and placing a foot over him, "Trust me pal, stay down if you know what's best for you." The spider powered teen advised, Crusher slapped his hand against the matt three times, signaling the round to come to an end.

Peter was smiling like a madman under his mask, a few more rounds like this and he would have enough Lien to buy his own car, and he couldn't even drive yet! As the announcer proclaimed him the new champion, Peter cartwheeled up the stage for a show before walking back behind stage and walking over to the manager lady who looked at him with astonishment, "Ok a skinny twerp like you? Never thought I'd see beat Crusher." She said as she took out some papers, "Now just sign your legal name here and you'll be eligible to receive the reward."

"Woah, woah, I'm not going to sign my name. The flyer said beat Hogan and I get paid!" Peter protested, as much as he wanted the money he couldn't just give out his real name, for one they would find out he lied about being eighteen, not to mention if they could track him down by his name this whole secret of his would be blown wide open.

The woman gave him a hard look, "Well then you don't get paid. Simple as that." She said as she put the signature papers away.

"But that's not fair!" Peter protested.

"Well life isn't fair. Bye now." The lad said, not looking up as she waved him goodbye, Peter had to bite back a remark before stomping away towards the side exit. Opening the door, he passed a blonde guy with short cut hair in a grey hoodie coming through the door. He had a stubble on his face along with a small scar going over the corner of his eye, he didn't look at Peter, he was focused on the manager. Peter walked out into the alley and kicked a discarded can down the alley in frustration.

 _Man, this sucks! I won! I deserve that money!_ Peter thought as he began walking out towards the street. The sound of a door slamming open made him turn his head back to see the blonde sprinting towards him, in one hand there was a plastic bag tied off on the end and his other was a gun. The manager lady ran out after him with a baseball bat, "Stop him! He stole the till!" she yelled out towards Peter, the bugler closing in on him.

Peter pressed his back against the wall and let him pass, the manager lady ran after him as the robber rounded the corner, she stopped on the sidewalk to catch her breath as Peter walked out behind her and passed, "What the hell! You could have stopped him!" she accused, Peter turned to her as he backed away and held up his hands.

"Not my problem. I'm looking out for umber one, me." Peter said, pointing both his thumbs back to himself before running across the street and leaving the manager to catch her breath.

* * *

Peter had changed into his regular clothes before grabbing a bite to eat, after filling himself up with fries and a milkshake he headed home on the train. The sun had gone down when he stepped off the train platform. "Man, that fricking sucked. Can't believe I got ripped off like that." He said to himself as he strolled down the street, the platform wasn't that far from home, usually the most time it took him to get home was about fifteen minutes, he could have cut that time in half by using the rooftops and his powers but he decided that he should take some time to cool off before reaching home, he didn't want to worry Uncle Ben or Aunt May.

Crossing the street into his neighborhood, he looked up at the orange and pink sky, _Ok I'll figure out some other way to earn some cash. It's not the end of the world._ He thought as he turned down his feet, his head looking ahead before freezing in his tracks, down the street were police cars with red and blue lights flashing, along with an ambulance. The teen slowly started down the street, his hope was that it was just parked out near his house because they were there for someone else, they were parked there for convenience…. but the closer he got the faster he walked, than ran.

They were parked there for another reason, one of the policemen stood outside his door, he was dressed in a blue suit and pants with a white dress shirt and red tie. His badge was on his belt saying detective, when he saw the teen running towards the house, he raised his hand to stop and explain the situation delicately to the boy. Peter nearly pushed him out of the way before stopping himself, "Wh-what's going on, this is my house why are you at my house?" Peter asked in a panic before the officer placed a hand on his shoulder.

"Easy son…. are you Peter?" he asked, the teen nodded. The man kept his calm composure, "Peter…. I'm sorry to tell you this but…. there was a break in at your home, your uncle surprised the burglar and…. I'm sorry son." He said mournfully as tears brimmed in the teen's eye. The door behind him opened with another officer walking out, Peter glanced behind him and saw a chalked-out line in front of the landing with a crimson substance in the center splattered across the floor.

"Sir we just got a call on the radio, the perp is trapped in the old Merlot Warehouse at the waterfront." The officer said, making the detective nod before turning to look at Peter.

"You Aunt is staying with the neighbor, we'll call when we get him." He said as he and the other officer headed towards the police car. The sirens came to life before turning around in the street the way Peter came.

However, the teen stood still, his hands clenched shut as rage flowed through him, "I've got to go. I've got to get him." He growled out to himself in a whisper as he raised his shaking fist. Running into the house he leapt up the stairs to the second floor and ran into his room, tossing his bag down onto his bed he stripped out of his clothes and began to change into his wrestler's outfit, "I know the old Merlot warehouse, it's been deserted for years. He could hold off an army in that old, rotting dump." Peter said as he fastened his webshooters onto his wrists before slipped his gloves on and pulling his mask down over his face,

Opening the window, he crawled out onto the side of his building and onto the roof, "But he won't hold off SPIDER-MAN!" he said before taking a great leap from his roof and onto another, chasing after the sound of sirens. Landing on the ledge of a roof, he sprinted across the roof, chasing after the police cruiser, looking ahead he saw that the intersection he was approaching had a vacant lot across the street from the building he was on. Looking over to his right he saw the buildings across the street, "Well what do I got to lose?" he asked himself before jumping off to the right.

Rising his hand, he pressed down on the webshooter trigger and fired a short webline across the street and swinging on it through the intersection directly towards the wall of a building, Peter raised his other hand across his chest and sprayed a webline to his left and yanked himself out of the way before shooting another web to swing from. _Ok this is not the time to be testing this idea out but I have got to get to the warehouse before the police do!_ Peter thought as he fired another web to his right as he swung towards the left, heading straight for a wall.

The teen raised his feet and ran across the surface before the line went tight and he swung back towards his right around the corner of a building and rising into the air. Peter felt him stomach drop as he flew high above the rooftops, Patch consisted of mostly small buildings that at most where a tenth of how tall some of the buildings in vale can be.

He dropped through the air onto a cone shaped roof, sliding down the side he dug his hand into the side to slow himself down, knocking a few tiles off the surface, "Ok, close to the ground. Close to the ground." He said to himself before crawling to the top of the cone and crouching atop the spire, he was near the bridge leading to Vale. He could see the warehouse from here as well as the police cars parked outside. Leaping to the building across the street, he fired another web at the corner and pulled himself up onto the roof and sprinted across. The rooftop, there was a cargo crane over the lot in front of the warehouse, leaping from the roof, he aimed his hands up at the crane and pressed down on the triggers, spraying a pair of weblines to carry him over the police and towards one of the long vertical windows of the warehouse.

Peter raised his arms up to protect his face as he broke through the window, the glass shattering echoed through the warehouse as Peter landed on a brick wall. "Wh-What the hell was that!?" a voice asked, Peter looked down from the wall towards one of the windows to see a man in a hoodie with a gun. He looked out the window at the cops," I got to get out of here one way or the other." He said as he began walking away from the window.

"That's exactly what I was hoping to hear-" The man looked up at the wall where the voice was coming from, his hood shadowing out his face, "-murderer!" the main raised his gun and fired, Peter felt his sixth sense warn him, he leapt off the wall, the bullets barely missing him before he kicked the gun from the murderer's hand and slammed his fist into his gut, sending him flying from the force before Peter shot out a webline into his chest and pulled him back and grabbed him by his collar and slammed him into the wooden floor, making the wood splinter.

"P-Please…." the man muttered out barely conscious.

"What, spare you!? Like you did to that man you killed tonight?!" Peter growled as he lifted him from the ground, the man's hood pulling back.

Peter froze, the short cut blonde hair, the stubble, the scar near his eyes, "Th-that face….no….it can't be….it can't be you." Peter's voice trembled, it was the same man who had robbed the manager earlier, the same man he could have stopped if he just….

Peter dropped him, slowly backing away before his back hit a wooden crate and sliding down the side, pulling his mask off his face, tears streamed down his face freely. _I…I did this…. Uncle Ben is dead…it's my fault…. if I had just…. just…._ Peter choked back a sob before standing up, he needed to leave before the police came in. Crawling up the wall he saw a skylight in the ceiling, pushing the window up he crawled out of the warehouse.

Ten minutes later the police breached the door and found the gunman on the ground unconscious, he was loaded into the police cruiser before the car drove off. As the car carrying him passed an alleyway, Peter watched from across the street as the on the corner of the rooftop with his legs hugging his chest and tears freely went down his face. His mind had been going over his memories with Uncle Ben, from when he first took Peter fishing at the docks, to buying Peter his first Microscope, teaching him to ride a bike, for every important moment of his life his Uncle was there for him.

 _But now he wouldn't be…. all because I-_

"Stop! Stop it please!" Peter looked up into the alley across the street to see a man with a gun approaching a faunus girl, her fox tail going rigid in fear. She was being mugged, Peter looked down at his mask and then back at the scene playing out in front of him.

 _No. Not again._ He thought before pulling his mask down over his face and springing off the building, shooting a webline to the alley and swinging towards the mugger and his victim. As he was carried by the webline he shot a webline with his other hand at the mugger's foot, as Peter swung overhead, pulling the man off his feet.

Pulling on the web connected to the man's leg, he threw him into the wall at the end of the alley that he ensnared with a large web, sticking him to the wall. The spider empowered teen touched down on the wall above the man, the faunus woman ran away when the man was pulled away from her. Peter climbed to the top of the building and sat on the ledge.

 _…_ _. I get it now Uncle Ben…you tried to tell me but I just didn't want to listen but I understand now. With power comes responsibility absolutely, and for some reason I've been given great power. And so, with Great Power, there must also come Great Responsibility….and with these powers I must use them to help people. Like I should have done with that mugger…. I will never forget that Uncle Ben, for as long as I live. Spider-Man will do just that._ Peter thought as he stood and looked over Patch a far as he could see.

Right now, he was needed home with Aunt May, so shooting a webline he leapt off the building and began his way home

* * *

"-thankfully Aunt May didn't need to testify or anything. She's still a little shaken up from…. you know." Peter said aloud, the teen sat on a bench surrounded by grass and a dirt path. It had almost been a week since Ben had been killed, since then Peter had spent his time with his Aunt May and mourned together in Ben's loss. He was feeling somewhat better, though not by much, friends of his uncle had come to pay their respects. They also left an abundance of food for him and Aunt May, so much so that they had no room for all of it, may had given the rest to a shelter for people in need.

Peter would have preferred it if at least some of them left some cash for him and May, especially after the funeral. Peter still couldn't believe some ceremonies could cost over five thousand Lien.

"May misses you…. sometimes I'll walk in a room and she'll be standing there crying and…. all I can do is hug her and tell her that you're in a better place now." Peter said as he leaned forward and clasped his hands together, "I haven't told her about the spider, or the powers, or anything. She's been through so much…so you're the only one who knows my secret…. I still don't know what I'm doing. I'm going out at night when I'm sure Aunt May is asleep so I don't worry her, plus when it's dark out people shouldn't be able to tell what I look like even with my costume." He explained

The last thing he wanted was to be noticed right now, thankfully so far no one had really seen him do any of his saving so he should be in the clear for the time being.

Peter let out a sigh, "I miss you every day Uncle Ben…. but being Spider-Man helps, gives me something to do…I'm sorry it took you dying for me to learn my greatest lesson…. but you were right about power and responsibility. I need to use my power to do good…. I just hope your looking out for me Uncle Ben, let's be honest I'm going to need all the help I can with this." He said before standing up from the bench and walking away.

Beside the bench was a tombstone with three names on it, _Richard Parker, Mary Parker, and Ben parker._

* * *

Phineas Mason had been working nonstop since Adrian came to him, it was a lot easier to work on since Peter had asked for the week off as a mourning period. Stepping back from his work, Phineas took a moment to admire his creation, the prototype that Adrian had been using was early draft, the suit was bulky and the wings for it used electromagnetics to keep airborne, however this suit was faster, sleeker, and had more power to it.

The body of the suit was made of a thermal fabric that could withstand cold temperatures in higher altitudes as well as extreme Windchill. The fabric looked like a knitted ski wear, it was olive green in the middle where there was extra padding in case of collision with black bands around the shoulders, knees, elbows, top of his hands and wrists. Around the collar was a white fur, the same used in aviator jackets. Phineas figured what good was the suit if it wasn't even comfortable, he also had the boots be designed as talons, with two prongs in the front and one that came out from the back.

The wings themselves were based off the blueprints, excepts the wings extended from the back container with the turbines to uplift on the arches of the wings and the engine and thruster on the pack itself, they were also green as well with white tips to their bladed edges. What completed that suit was the helmet, it had an automatic oxygen filter that was made into the mask itself. The design was similar to that of a fighter pilot's helmet, however the air mask was made into the helm, giving it a beak like appearance.

It also came with a Heads Up Display inside, to the outsider however, they simply looked like green eyes with black pupils. Phineas smiled at his work before digging into his pocket to call Adrian, he was going to love this.

* * *

 **AN: And there we got it, and I wasn't kidding about the costs for a funeral, I looked it up and they can range from at least $7,000 to $10,000! That just seems insane to me, though to be fair I would guess the gravestone is what makes a chunk of that cash.**

 **Ok, onto the good stuff.**

 **As I'm sure you can tell some of the content for this story is in part inspired by Spider-Man Homecoming (I.e. the best spider-man movie ever imo) and other early Spider-Man stories like Ultimate Spider-Man and Spectacular Spider-Man (Personally my favorite TV series of the websliger. Btw the one on now is pretty good too) for inspiration.**

 **Ok now I'm going to kill this before it starts. NO. THERE ARE NO OTHER SUPERHEROES IN THIS STORY. SPIDER-MAN IS THE ONLY ONE AND IT IS VERY, VERY, VERY, VERY, VERY, UNLIKELY THAT I WILL ADD HEROES SUCH AS DAREDEVIL, LUKE CAGE, IRON FIST, CAPTAIN AMERICA, IRON MAN, THOR, OR ANYONE.**

 **I let it happen in my Lok/Spider-Man crossover and I'll be honest I think I lost something after I did. Should not have listen to the fans, I'm sorry, I Jason Todd'ed it, and it bites me in the ass.**

 **We good? You got that? No other supers, you got it? Alright (adjusts hair) now then.**

 **Vulture's look is somewhat inspired by Homecoming, but it's also taking some cues from vulture's new appearance that has been shown in Peter Parker Spectacular Spider-Man #4. I also pulled from concept art for Vulture featured for Marvel's Spider-Man tv show.**

 **That reminds me, I have recently gotten photoshop for my laptop and now I'm able to make some awesome covers for stories! The cover for this one is up on my DeviantArt page as well as a picture of the homemade suit that Peter throws together.**


	3. Chapter 3 (Where Loyalties Lie)

**Where Loyalties Lie**

 **Atom King: Thanks! I'm glad you caught some of those references, there's going to be quite a few. Pay attention at school and you might notice some more.**

 **Great Saiyaman54: While that idea has crossed my mind, the parallels are pretty obvious, I'll think on it.**

 **Guest: Thank you! I'm glad your excited to see me make this :)**

 **Guest: I'm not a huge fan of when crossovers simply have the two fandoms plopped together with a flunky explanation However I can still enjoy them. As for me, I try my best to blend the two together as best I can, and while I understand the appeal of sending Peter to Beacon for story reasons, it wouldn't make sense whatsoever. Peter is a normal high school kid who, to all who know him, has never fought anyone in his life. Now I can't promise Peter not somehow interacting with Cardin (it's too early to tell and I haven't hammered out all the details yet) but I can say without a doubt that Peter will NOT be on Team RWBY.**

 **Treyalexander63917: Obvously Peter won't be in the wrestling outfit forever (even though I'm proud of how it turned out) so he will get a visual upgrade of course. As for anything tech wise like MCU suit levels? Keep in mind that works because the suit was made by Tony, Peter in this is just a poor kid from Patch. And as for love interests? For some reason Weiss does sound like a good match, however I also ship…..actually I kinda ship everything, but still, we'll have to see.**

 **Omar: Honestly I have no idea, keep in mind that Roosterteth has planned RWBY story up to when Ruby herself is in her late 20's, so we have some time until we need to worry about that.**

 **Deadman: Trust me there will be characters from the show showing up.**

 **Iwymooisiraslom: I'm so happy you caught that! Yes the teachers from M** **2** **are all named after Spider-Man creators. I thought of looking at actual teachers from Peter's classes but they were inconsistent at best.**

* * *

Peter woke up to the sound of his alarm going off on his scroll, his hand raised up into the air and nearly slammed his hand down before stopping himself, "No, not again. I already broke two alarm clocks and I am not going to bust my phone." Peter mumbled to himself as he sat up from bed and turned off his alarm on the scroll. Standing up, his hands reached up and stretched. The teen put his glasses on before he walked over to the dresser and pulled out his clothes, as he pulled out the bottom dresser however it jammed, "Aw man." He muttered, lifting the drawer out of the dresser he completely pulled it out.

Underneath the draw was his Spider-Man costume, he needed to find some safe place to hide his costume and with Aunt May checking in on him to see how he was doing. _I should talk with her, I know that she means well but…no, doesn't matter how many times she comes to see me, ask how I'm doing, it's the least I can do._ Peter thought before closing his drawer shut. He then opened it when he realized he forgot to pull out a shirt he was looking for.

Pulling out the rest of his clothes he dressed himself before looking over himself in the mirror, he had changed from the simple hand-me-downs that he used to wear. Now he wore a orange shirt with a black stripe going across the center and his arms when held against the shirt and a brown packet with grey jeans and sneakers. Grabbing his backpack he walked out of his room and into the bathroom to clean himself up, after brushing his teeth and applying deodorant, he was about to walk down the stairs when he heard Aunt May, "-your sure there's nothing more…..ok….well if that's all his life insurance will pay for then…..no I don't want to speak to another representative I just…..are you certain that amount is all Ben had saved up? Ok….ok thank you." May said before hanging up on her scroll.

The widow sat down in the chair in the living room with a tired breath while she raised a hand to her forehead, "Peter I know your there." She said, making the teen stiffen. Before walking down the stairs, "How much of that did you hear?" she asked, looking over at Peter with a sad look.

The spider powered teen put his hands in his pockets, "Enough to ask if I can help." He said, giving May a small smile, "I think I could squeeze a few days out of school, guilt them into giving me some more time off. Could get some overtime in at the Outlet." He proposed, Mr. Mason had given him the week off to mourn but was without pay unfortunately.

"Absolutely not, one week without school is bad enough." She protested as she stood up and walked over to Peter, cupping his face she smiled, "Get some breakfast and go. And don't worry I'll work this out, I'll put in for some overtime at work and try to get some extra cash…..but that would mean your home alone more." She realized, after ushering her nephew towards the kitchen, as May went to work with waffles for the two of them, Peter leaned his head down onto his hand in contemplation.

 _Some time home alone wouldn't be too bad, it would give me time to work on web fluid…..on second thought maybe I should cut back on the at home chemistry. The ingredients are a pretty Lien. Maybe….maybe I should hang up the webs until we get the money problem fixed._ He thought, he could make the fluid at the school but there was always the chance that he could be caught making it, or worse yet he does something wrong and the entire class is covered in webbing.

His thoughts were interrupted as May set down a plate for him, one for herself, and one for Uncle B….

Aunt May stopped herself before the plate touched the table, "O-oh…I'm sorry I-I made….." May shakily placed the plate down before sitting down in her seat. Peter stared at the plate before looking at May, her eyes became watery, Peter reached his hand over and grasped her hand with his. She took a deep, shaky breath, "I'm sorry Peter…..I know this isn't easy for you….just….I'm here for you ok? I'm always here for you." She said, turning her hand around to hold his.

Peter nodded sadly, suddenly that idea to ask for more time didn't seem like an excuse anymore, the two ate in silence after that. The third plate remaining untouched.

* * *

The train ride to school today was fairly pleasant, of course that's what happens when you jump onto the top of a moving train. Before he arrived at the station, he leapt off onto a flagpole and crawled down the side of the building and dropped to the ground and walked the rest of the three blocks to school, _Well Spider powers are saving my train fare, that should save me what? Thirty bucks a month? Double that for trips back home so Sixty. But then again that's not counting weekends._ He thought to himself with is hands stuffed into his pockets and his head looking down at the ground, trying to do the math was he walked through the gate of the school.

Watching the teen was Kong, he sat along with Gloria, Sally, Liz, and the other Grifball players. The group was seated around a round, "Hey Flash, look who's back." Kong said, making the quarterback turn his head to look at the teen as he sat down at the fountain.

"You guys hear what happened?" Flash asked Randy and Gloria looked over to the teen while Sally continued texting on her scroll.

"What? Did he get added to a nerd herd?" Sally asked, making Kong chuckle, his girlfriend Gloria however raised an eye at the two of them, Sally rolled her eyes, "Oh whatever that's funny." She said.

"No his Uncle bit it." Flash said, his stare not leaving Peter, making the others stop what they were doing. He looked back and the others who were staring over at Peter now as well, "My dad said it was a boched robbery." Flash explained, his dad was a beat cop who was off duty last night. When he saw the flashing lights around the corner from their house his dad asked what was going on over the radio and Flash overheard.

"Harsh…..he ok?" Randy asked.

"Who knows, it's Penis Parker, he doesn't have any friends." Kong said with a shrug before being elbowed by both Gloria and Randy, "Oh what? It's true! Name one pal Parker's got." He dared the others. The group stayed silent, "Exactly, besides who cares? He looks fine." Kong said, holding his hand out towards Peter as he sat on the rim of the fountain in contemplation. Kong reached into his bag, "See, I'll show you." He pulled out a old test he stuffed in his bag and crumpled it up before tossing it to Flash, "Ten points if you hit him in the head, five for body shots and two for arms and legs." He said.

Once in a while, Kong and Flash would partake in a game, they were point based and would be tallyed up at the end of the day. They mostly involved bugging Peter in various ways, like when they had a spitball contest to see which would stick to him the longest without him realizing, trying to flick papers over his head to one another, and various other activites that annoyed Peter to no end. Flash smirked bfore looking over at Peter and pulling his arm back to throw, before he could however Randy grabbed his wrist, "Dude. He just lost his Uncle." He said simply, giving the quarterback a hard look.

Flash sighed before dropping the wad of paper, "Fine." He said dejectedly as the bell for school rang. Peter stood up from the fountain and started on his way towards the first class of the day, as he walked through the door however, his sixth sense buzzed in the back of his skull.

 _What? Why would I be-_ Peter began to thik before someone large pushed him aside and into the doorway, knocking his glasses off. Looking up from the floor he glared at who knocked him over, Tiny. His nickname was ironic of course, he was around Kong's size if not a little bigger, he had blinde hair that was tied back in a bun, he had a store bought M2 jersy on with a pair of brow pants on.

"Whoops. Hhahaha." He laughed to himself before stomping away, pourposefully crushing Peter's galsses under his shoe before walking away. Peter's hands clenched in anger, Peter looked up as Tiny made his way into an elevator to take up to his classroom floor, he also noticed something else, his eyesight was better, better than it's ever been as a matter of fact.

"What the hell?" he asked, reaching out to pick up the remains of his glasses up off the floor. Tossing them in a nearby trashcan he resumed his way towards class.

* * *

"You can't do this! This is all my property!" Phineas Mason declared loudly to the Schnee Dust Company offical. The man stood straight with a white three piece suit with a matching tie and pants with a black shirt under it. The two stood in front of the Outlet as men in overalls loaded things into a moving truck, including a large crate that held the suit he had spent the week developing. "You have no right to take any of this!" he complained.

The representative held up a long scroll, "As it says right here Mr. Mason, your property has been bought from its original owner, this entire strip has, and your lease clearly states that everything on the property is owned by the store and therefore is now owned by the Schnee Dust Corporation." He explained for what had to be the umpteenth time. "Look our people will just look over everything we gathered here and return it to you then."

Phineas glared at him, "I know how this works you see anything your company doesn't already have then you take it for yourselves. And I won't have it!" he demanded. This is exactly how the plans for the prototype suit had been stolen in from him and Adrian in the first place, and he was not going to let it happen again. "I'll call my lawyers!"

"Fine, our legal division has been wanting something to do." He said with a roll of his eyes before walking away towards his car. Phineas reached for his scroll and dialed up Adrian's number as the moving truck pulled away from the storefront and drove out of the parking lot.

"Adrian it's me, we have a problem." He started as he walked into the store, it was all barren now, there was now less in here than when he first bought the store. "The Schnee Dust Company confiscated everything, they bought the property out from the company that owns the lot. They got the suit!" he hissed out.

 _.:What!? Shit…alright look, I know some local contacts from my time in Minstrel, I'll call in a few favors and I'll…..look the less you know the better, do you know where they're going to be?:._ Tombs asked from the other side of the call.

"They said they're going to inspect all the equipment confiscated. So we have some time before they confiscate it-" he began,

 _.:It won't come to that. I'll take care of it. Just be ready for my call:._ Adrian said before hanging up. Phineas looked down at the scroll and sighed before putting it away, this was not how he hopped this would go.

* * *

Peter's first few classes of the day had been without any incident, despite each class looking over at him like he was a bomb that was ready to blow up. _For crying out loud how the hell does everyone know? Was there an announcement I missed?_ He asked himself internally before the bell rang. As he gathered his things up from his desk, he walked out of class ad into the hall, approaching his locker, he spun in the combination six-one-six and then opened it up.

The lockers were all half sized at schools there was enough for the entire student body, Peter's was a upper locker thankfully instead of one that was close to the ground, he didn't want to have to kneel down every time he needed something and leave himself open for something courtesy of Flash or Kong. Inside wasn't much, a few books for class, a few supplies in a plastic bag hanging on one of the coat hangers, it was retty barren. There had been a few reported thefts this year so Peter tried not to keep anything Important in his locker.

Well nothing that could be seen at a glance.

Moving as close as he could to his locker, he pressed his hand flat against the floor of his locker and lifted up, the metal sticking to his hands. He had come up with the idea to use the space between his locker and the one below him to hide his Spider-Man gear in during the day. Personally Peter didn't entirely like keeping it somewhere public like this but he couldn't carry another set of clothes with him entirely. He did have the blue shirt and gloves in the small shelf inside the locker but the red shirt with the spider on it, his mask, and shoes where kept in this small space along with his webshooters.

He had stopped by each class period to make sure they were still there out of paranoia, he knew it was stupid to bring his things to school of all places but he also couldn't leave them at home for May to find. The way he saw it, it would be easier to lie to everyone at school who didn't much about him than to the one person who knew almost everything about him.

Placing the floor of the locker back into place, he shut the door and turned the lock just for good measure before making his way up to the cafeteria through the stairwell.

 _Well considering Aunt May didn't make me lunch, looks like I'm skipping it today. But what I can do instead is look online for another job,_ Peter thought as he passed the lunch line and walked to the end of a long table where no one else was sitting at. Pulling his scroll out of his pocket, he opened up the internet and began browsing the online listing for jobs. _I mean I apricate Mr. Mason giving me my first job but that was just so I had some cash in my pocket, now I need something to help pay the bills….and maybe use my powers…..but last time I did that ended up without me getting paid and Uncle Ben…..besides, I'm not too sure if it's fair that I use my powers to get a job. Ok obviously it's not fair but neither is life…..but is it responsible….what would Uncle Ben think?_ Peter thought as he looked around the lunch room.

He glanced at the opposite end of the table where Flash and the others ate at, "AGGHHH!" instantly everyone's attention snapped to the middle of the cafeteria where Clayton stood with the school food being served covering his head and shoulders, and Tiny standing behind him holding a tray over the poor teen's head. The entire lunch room burst in Laughing along with Tiny as Clayton began to shake in anger, Peter however stayed silent, and was fairly determined to walk up to Tiny and deck him right in the face.

"SHUT UP! ALL OF YOU SHUT UP!"Clayton yelled out, but was drowned by the noise the students were making. Peter's attention suddenly went to Clayton.

 _As much as I want to shove that tray down Tiny's throat….I think maybe Clayton needs a hand more than Tiny needs a ass kicking._ He thought as he grabed some napkins from the dispenser on the table and walked over to Clayton and handed them out to the fellow teen. Clayton looked at them skeptically for a second before seeing it was Peter giving them to him, his angered expression lessened as he began to clean himself up. "Come on, you better get cleaned up."

"Oh would you look at that, Clayton's got a boyfriend." Tiny said as Peter and Clayton started walking towards the stairs. "What's wrong Parker? No decent girls?"

Peter stopped before he tuned to face Tiny with his hand crossed over his chest, "Well your mom asked me out, but even I got standards." He snapped back, making the entire room go silent, Peter saw Flash's jaw drop and Sally cover her mouth before he and King Kong both lost it and started laughing, the rest of the room joined in immediately after. Tiny's face was red with rage. Peter simply smiled before he looked over to Clayton who was trying his hardest not to make a peep.

As he and Clayton began walking towards the washroom, Tiny reeled the tray back and threw it at the pair.

Peter felt the tray leave Tiny's hand, he quickly reached out to Clayton and pulled him down to stop the tray from hitting either of their heads. "We should run shouldn't we?" Peter asked, Clayton took off without answering back with Peter right behind him.

The pair ran down the stairs to the floor below where they both stopped to catch their breath before continuing towards the bathroom, "Thanks Peter…..Tiny's an asshole." Clayton said gratefully as he continued to clean himself up with the napkins Peter provided for him. It was rare foo someone to help him out after one of Tiny's pranks, he had been a victim of the bully ever since middle school, but when the first year of high school started Tiny upped his game from just messing with him to full on bullying.

Peter shrugged, "Trust me, I get it. But even Flash doesn't get THAT physical…you should tell someone, get Tiny's butt suspended." He proposed, most of what Flash and Kong did was considered just horsing around and nothing really serious, but Tiny just threw a tray at their heads and no one was laughing about that.

Clayton gave him a skeptic look, "Are you joking? I get him suspended and he makes my life worse when he gets back…..god if I could just…..he'd be sorry." The victim said as his hands clenched into fists. If he could he would make Tiny sorry he ever messed with him, the two soon reached the men's restroom, "Thanks Peter….um I know this is not the best time to say it but I'm sorry about your uncle…..i heard what happened." He explained.

Peter gave him a grateful smile, "Thanks…..wait how did you hear?" he asked, "I mean it feels like everyone knows since I catch people staring at me." He explained, he knew that the school wouldn't outright announce that his uncle Ben had died of course, but e also knew that word traveled fast in High School. A few months ago for instance, this girl had been hit by a car and was in a coma for a month or so, Peter simply knew her as Coma girl and never even learned her name.

"Flash." Layton replied simply, causing Peter to let out a small groan of despair.

 _Of course Flash knows. He lives right around the corner from my house. Duh._ He thought to himself as Clayton continued into the restroom to clean up while Peter walked down the hall. _Still, I noticed I haven't been tormented like usual, maybe he feels pity…yeah right, Flash Thompson is growing as a person._ He thought to himself sarcastically before digging into his pocket and resuming his online search for jobs.

Clicking a link to a search engine web page, he saw a red banner across the top, _'Breaking news, shootout on the Vale to Patch bridge. Authorities advise everyone to stay clear for the time being.'_

"The bridge…I'm only a few miles away….but…" he trailed off, he had made a large effort to remain out of the public eye as Spider-Man, and something public as this was sure to get him noticed if he showed up to help. But the vigilante shook his head, "No. Great Power, Great Responsibility. Day or night." Peter said to himself before running towards his locker. Turning the combination into the lock, he retrieved his costume and stuffed the clothing into his bag and zipped it up before making his way to the elevator and hitting the button for the ground floor. "I got an hour lunch, web swinging should get me to the bridge in like fifteen minutes…yeah, this is good. This will work." He said to himself.

Reaching the first floor, he exited through the back of the school towards the Griffball field, the field was one hundred yards in length from end zone to end zone with bleachers on either side. The field was built so it was horizontal to the back of the school with bleachers between the actual field and the school. Hopping over the fence that gated off the field from the school, he made his way under the bleachers and began to change into his costume.

Finally pulling his mask down over his head, he realized he now had his regular clothes, he couldn't take his bag with him, last thing he needed was something happening to it and forcing him to buy a new bag when money was tight. "Oh Great thinking Parker, what do you do with your stuff now? I can't just leave it here someone might take it." He said to himself as he clicked his webshooters onto his wrists before pulling his sleeves up to cover them.

The vigilante nearly facepalmed, "Ok duh, I'll web them to the bottom of the bleachers. Stuff dissolves in like an hour, more than enough time for me to stop these guys." he said to himself as he threw the bag up and webbed it to the metal underside of the seats. He had dealt with bad guys wielding guns before, and he was grateful his Sixth sense helped him feel what angles the bullets would travel so he could avoid them.

Spider-Man leapt up to the fence and sprung off the metal before shooting a webline and swinging around the school and out onto the street. The hero swung low to the ground, dipping over a cab going the opposite way before shooting a line to the underside of the train tracks and swung up onto the rails and shot a web to the towers that connected he powerlines down the length of the bridge.

"Where's a train when you need one?" he asked himself aloud as he reached his hand out and shot another line to a pole, and swung himself up on top of it with his hands and feet in a crouch . He had a long way to go, the hero took a cautionary glance up at the taller buildings around him and immediately felt the uneasy feeling in his gut, he did not like the idea of swinging hundreds of feet above the ground by using his self-made webshooters and possibly falling to his death.

"Well good thing I filled my Webshooters." He said before leaping from his perch point and over the side of the tracks and swung on the underside.

* * *

The bridge was in chaos, in the middle of the right lane a Schnee Dust Company moving truck. There were cars parked parallel on either side of the truck so no one could approach by car, as Spider-Man swung closer, he heard shooting coming from the perpetrators at police cruisers parked to try and arrest them. There were only a handful of men but with fully automatic rifles taking pot shots at police to make sure they didn't get a chance to move in.

Peter was on the underside of the bridge, swinging out to get a good look at where the action was, the webline carried him back down under the bridge. _Ok Pete, big debut. Time for the world to meet Spidey._ He thought as he swung up on the other side, and let go of the web, sending him directly into one of the armed men with his foot out. "Hey do I have something on my shoe?" he asked, making two of the men taking cover at the cars look over at him.

His foot struck the side of the shooter's face, his ally raised his weapon at peter but the vigilante easily shot a web at the barrel and flicked it away, "Now, now, you'll shoot someone's eye out with that." Spider-Man chastised as he used his other hand to connect a web to the disarmed man's foot and throw him into shooter just as he noticed the hero.

By now all the shooters had noticed the intruder, five in total with heavy weapons all trained on the teen, "Oh you guys want to play too?" Spider-Man asked. Their response was to fire their weapons indiscriminately, the teen dodged the gunfire expertly, "Guys there's no need to gang up on me, I'll get to beating each and every one of you." The hero said as he jumped in between two of the gunman and kicked both of them with his legs outstretched before webbing another's chest and swinging him into his friend before webbing the two of them to the ground. The final gunman sprinted towards the front of the tuck and aimed his weapon at the driver still inside the cab along with a SDC representative.

"Stay back freak or I'll blow them away!" he threatened, the driver and representative both too scared to move whatsoever.

Spider-Man raised his hands, "Ok, don't do something you'll regret like your friend behind you is about to with the police." He said, pointing his finger just beyond the gunman, he looked back to see what the teen was talking about, giving the vigilante the opportunity to connect a web to his chest and yank him off his feet towards him, Spider-Man uppercutted him against the side of the truck. The gunman hit the ground with a groan.

Looking around, Peter saw that….he had done it, all the Gunmen were down and better yet no one had been hurt! "Yes! Haha! Courtesy of the Amazing Spider-Man!" he said before noticing police where now moving in, "Oh hey guys, look officers I'm sorry for showing up but I saw what was going on and I-"

"Freeze! Get on the ground with your hands above your head!" one of the officers ordered, aiming their weapons at the shocked teen.

Peter raised his hands to try and show he didn't mean any harm, "No wait! I'm here to help! I-" he started before a loud noise came from the back of the moving truck, suddenly something sliced out from the side of the cargo hold, the metal was pulled aside and suddenly something flew out of the side and into the air overhead, it was a man in a green suit with black bands around the joints with a helmet on the head and talons on it's feet, but what got everyone's attention were the large metal wings on his back.

His wing swung at the police, sending razor sharp feathers at the officers and the red and blue vigilante. Most of the targets, including Spider-Man, dodged the attack, however one of the officers fell while the blade was still flying towards her, Spider-Man connected a webline to him and pulled him out of the feather's path as it sliced into the ground. "Get out of here!" Spider-Man called out as he caught the officer and leapt behind the cars for cover before putting him down.

"Th-thanks." The woman officer said, the teen nodding before hopping up onto the hood of the car as the police retreated back towards their cars.

The flying man turned to face the costumed hero, "And what are you supposed to be? A street performer?" he asked before swooping down at the teen and slashing his wing out to try and slice the vigilante. Spider-Man leapt over the horizontal slash and flipped over the man onto the ground.

"No those guys are annoying. Me? I think I'm more irritating than annoying." The teen said as he shot two weblines at the man as he flew past the car, Peter was yanked off his feet towards the car from the force behind the man's flight. Planting his feet against the side of the car, the teen let out a grunt of exertion as the sudden force of him stopping yanked the flying man back.

"Ok then you want to play kid? Lets play!" The man said before turning around in midair and flying straight at the teen raising his feet up the talons collided with the vigilante's chest and sent him flying into the side of the moving truck, the flying man dove for him with the claws of his talons extended out.

Spider-Man's sixth sense rang up his spine, leaping from the tuck he uppercutted the pilot as he grabbed his other hand onto his shoulder, the two flew wildly though the air as Peter stuck him again, "Woah! Jeeze dude, do you even have a license for this rig?" he asked before slamming his knee into the man's chest. The man pulled his wing inward had caught the back of the teen's shirt on the blade and yanked him off before batting him back down onto the ground with his other wing.

Spider-Man rolled across the ground onto his hands and feet, pointing his hands up to the pilot he pressed down on this webshooters, only to get a feeble _Pfft!_ In response, the vigilante looked down at his webshooters, "What!? Oh no, come on not now!" he pleaded to his now empty webshooters. Before he was kicked into the ground by the pilot, he flew upwards into the air a few feet before throwing Peter into the windshield of one of the cars.

"I'd love to test this new suit out on you boy, but I have places to be right now. And just to make sure you don't fallow me-" the man said before curving through the air and flying with his legs out into the back of the truck, using the rotors and thrusters of his wings to push the van towards the ledge, the driver and passenger screaming as they neared the guard rail. Peter saw the two in the cab and leapt off the car and grabbed onto the bumper as it was pushed over the side of the bridge, the Vulture flying high into the air.

 _Come on Peter! You can do it! Just pull with all your-_ he began thinking before he felt the bumper begin to crumble under his hands, _No! I'll rip the bumper off if I use my full strength, UGH if only I had my webs I could give myself more leverage!_ He thought as he held the truck from going over the edge.

AS the vigilante kept the truck from going overboard one of the officers, the one Spider-Man saved, ran towards the ledge, "Climb out onto the roof!" she called out as the other police officers closed in. The doors to the cab opened, the driver and passenger managed to climb up onto the roof of the truck and slowly made their way to the end before dropping down. By the time they landed on the ground, Peter felt like his arms were numb from holding the truck in place, letting go of the vehicle it fell over the side of the bridge, the teen falling onto his hands and knees to rest.

"No! Do you have any idea what you've just done!?" The representative asked the teen, clearly infuriated.

Spider-Man let out a groan as he got up, "Saved your lives?" he asked, hoping that was the answer the man was looking for.

"The cargo in that truck was worth THOUSANDS of Lien! And you let it fall into the river!" the man angrily said before turning to the police, "Officers I demand you arrest this-this-whatever he is at once!" he ordered.

The woman that Spider-Man had saved looked ready to protest, but the lead officer spoke before she could, "Your under arrest." He stated, making the teen's eyes widen.

"What!? Your going to arrest me after I take down the bad guys? And save your ungrateful butt?" he asked, pointing at the man in the suit. Without warning he dove towards the side, "No thanks I'll pass!" he said, using his hand to sing himself onto the underside of the bridge and began crawling away out of their sight as fast as he could.

 _Great, I just blew my big reveal, now the cops hate me, the one guy says I owe THOUSANDS in Lien, and I didn't catch the bad guy. Oh! Let's not forget the best part when I run out of web fluid! Now I got to get back to school in forty five minutes!_ Peter thought as he continued to crawl at top speed.

"Perfect webhead. Just plain perfect." He said sarcastically to himself.

* * *

Phineas wait patiently on the beach of Patch, Adrian had told him that he would retrieve the suit and meet him here. He had also brought Adrian's pickup truck with him so they could hide the suit for the time being, with whatever happened to get it he was sure that the SDC would be looking at him closely for any evidence linking him to it. The humming of the suit made Mason look up into the sky with a smile on his face when he saw Adrian come in for a landing.

The pilot landed in the sand, the force causing the dirt to fly up around him, forcing Phineas to cover his face until the wings retracted into a folded position. "So how's it feel? Flying it for the first time?" he asked as Adrian took his helmet off his head.

He was grinning, "It's a hell of a lot faster than anything Minstrel has I'll tell you that right now!" he said as he patted his friend on the shoulder as he began to take the wings off, "There was a snag though, this kid was there. He wasn't a Huntsman, but he acted kind of like one, he shouldn't be trouble now though." He explained as the wings folded into the pack on the back of the suit. Unclipping the pack he loaded into the back of his truck.

Phineas closed the trunk, "So what's next Adrian?" he asked as he loaded into the passenger seat while his friend got behind the wheel.

"Now?" the pilot shrugged, "Now we get back at Schnee."

* * *

 _It's official, the universe hates me._ Peter thought as he walked down the street towards his house. Upon returning to school he was over ten minutes late for class, the teacher thankfully gave Peter some slack as long as Peter made sure it doesn't happen again. _Whoever that flying guy is, he is way too dangerous for the police….maybe I should let someone else take care of him? Let a trained Huntsman take care of this….in the meantime I should look into upgrading my webshooters, one capsule obviously isn't going to cut it, if I had been swinging under the bridge I would have taken a dip in the bay._ Peter thought as he walked up his driveway.

 _Maybe instead of one cartridge, I could make more and have it rotate the next full one when-_ Peter stopped his line of thought as he walked up the stoop and peered inside the house thought he front window. Inside, Aunt May sat in the living room chair with her head in her hands. Peter hid out of sight so May wouldn't see her intruding on her private moment. Leaning against the front door he sighed, _What are you doing Parker? Your Aunt needs your help and all your thinking about is how to stop some guy with wings…..maybe I should hang up the suit for a few days. At least until I can find a goo enough job to help pay the bills._ Peter thought before turning back to the door and digging his keys out of his pocket, he unlocked the door and entered the house, "Hey Aunt May." He greeted in a upbeat tone.

By now his Aunt had regained her compousre and gave Peter a smile, "How was school honey?" she asked as Peter entered the living room and took a seat beside her on the couch.

"It was educational…..so I walked by the Outlet today, apparently it got bought out and…well…" he said with a shrug, seeing his aunt's forehead crease with worry he held up his hands, "But it's going to be ok. I'll spend my weekend looking for a job, a high paying one. And one that I can still attend school with." He added, trying to stop her from becoming too upset.

His Aunt let out a sigh, "Peter it's my job to take care of you….you shouldn't have to work to help pay the bills." She said sadly, "Me and Ben….when he was your age, he went to work at a slaughterhouse every day to help make ends meet….we both both promised that would never happen to you." She explained as she reached over t her nephew's shoulder.

Peter put his hand on top of her's, "I know…before he died….Uncle Ben was trying to teach me something. About power and responsibility." He explained with a saddened expression, "I didn't get it then but now…I think it's my responsibility to try and help out as best that I can with whatever I can do." He said, causing his Aunt's lips to pull into a smile as her eyes watered.

The woman suddenly breathed out a breath she didn't realize she was holding, "Right….if that's the case, then we'll look out for one another. If I'm your responsibility, then your mine. Just like always, deal?" she asked, Peter nodded in agreement, causing her smile to widen. "Good…..now I do have a casserole we could eat…..but I'm just going to order takeout. If I see another type of pasta I might just lose it." She joked as she stood from the couch to order, making Peter smile.

As she entered the kitchen to make the phone call on her scroll, Peter grabbed the remote and turned on the TV. While the brand new type of TV was a built un projector screen, the Parkers still used an old fashioned big TV. However it would sometimes act up, Peter always managed to fix it somehow. Flipping to the news, the Newslady Lisa Lavender was on, _'Fallowing today's most talked about story, the police standoff on the bridge came to an end when a costumed vigilante arrived on the scene and attacked the gunman. The police have stated that this individual ruined a plan put in place by the police, and caution citizens that he has shown to be quite dangerous in fights.'_ Peter facepalmed.

 _For crying out loud can this get any worse?_ Peter thought.

 _'_ _Furthermore, the Schnee Dust Company Representative stated a that due to this vigilante's negligence, the shipment of bought goods from a small strip of bought stores had been lost, totaling in over three thousand lien which the representative says is what the vigilante owes to the company for damages.'_

Peter sunk back into his seat with a groan, _Me and my big stupid mouth._

* * *

Clayton swung his foot into the can laying on the ground, sending it down the path in front of him. After his humiliating day at school, he decided to take a long walk home, he lived on patch but by the beachside pointed out towards Vale. Clayton had managed to clean himself up as best he could, however it didn't stifle his anger towards his tormentor one bit, he wanted to get payback so badly after the years of abuse by the hands of his adversary.

He kicked the can again, however he swung to far to the left and sent the can down into the sand on the beach, he continued forward until he heard it hit something metal. Looking out into the sand, he saw that the beach was littered with pieces of electronics. The teen stepped out into the sand and looked around at the sorted mess, his foot stubbed against something, looking down he saw something that looked like a modified speaker, bending down he picked it up and looked over the device. "Huh….what do we have here?" he mused to himself as he tapped the speaker.

Turning it over in his hands he found the power switch an flicked it on, as soon as the device gained power however a loud sonic blast echoed out from the device and into the water, causing ripples to go through the water, much to Clayton's amazement. A sinister smile crossed the teen's face, "Tiny, get ready to learn how much of a bitch payback is."

* * *

 **AN: And another chapter finished!**


	4. Chapter 4 (Survival of the Fittest)

**Survival of the Fittest**

 **Edwood: I'm happy to hear this story has peaked your interest, now I understand as to why you would like to see Peter with Yang or Ruby, and I'll be honest I would like to hear all your guys opinion on the matter. I do have some plans in mind for what will happen, but they are constantly changing so you never know.**

 **Atom King: Thanks! I'm glad you liked it! And I'll be honest Spider-Man Unlimited didn't really cross my mind when coming up for this story but I can see the similarities between them. And who knows, I could see something like that happening.**

 **CMR Rosa: Randy has had a lot of different incarnations, in the 90's series he was a aspiring hoodlum, in Spectacular he was a football player, and recently he's working at the Daily Bugle with his dad. And yeah, Flash and Peter's relationship is actually a great one, honestly when people say Peter and Harry's friendship is the best one Peter's had, I think it's Peter and Flash's.**

 **A lamp: First off, cool name. Second, thanks for being honest, I try to catch my writing errors and I think I do most of the time but I must not, I'll try harder next time.**

 **Aztech 13: I will continue, thank you :)**

 **JDT3: read the chapter and you'll see who he is. Nice guess though, that was my original idea too but…. well you'll see.**

 **TheOkWriter: You'll see what I have planned, also thank you. I've been reading since the JMS and John Romitta Jr. era. Back when it was good! After the Morlun crap and when Aunt May knew about Peter and Spider-Man.**

* * *

The attempt of finding a job over the weekend had proved to be a somewhat fruitless effort on Peter's part. He tried a number of different jobs, however their answers were all similar. He was too young, he didn't have the experience, he should be in school, and as much as Peter hated to admit it they were all true. He had started working at the Outlet when the school year began, and even then, he only worked there only three days a week and not on full time. "Maybe I should re-explore the entertainment idea? I could make a new identity, not use all my powers…no that won't work." He muttered as he stopped his pacing back and forth on the ceiling to his room before dropping to the floor.

Looking around his room, he took note of anything that could be considered valuable enough to earn him a hefty Lien. However, there was nothing that would catch a price that he had in mind, the teen looked at the clock beside his bed to see how much time he had until he needed to get to school, making his way out his window he dropped into the back yard where the dual doors to the cellar was located, opening the doors up he descended into the basement.

The basement of the house was used mainly for storage, but Peter always used it as his miniature science lab. Uncle Ben set aside a lot of storage so Peter could have his workspace down here, the basement was divided like the upstairs, under the kitchen was the furnace and water heater, under the dining room was where they kept most of their clutter, and under the living room where Peter was held his miniature lab. Against the wall was a desk with an old computer that he himself had pieced together from scrap he collected.

The computer was a somewhat outdated, most people used holo computers which consisted of a keyboard with a projector built in to it and a mouse or mousepad. But Peter had managed to keep his old machine reliably running on whatever new hardware by replacing parts with newer components that he scavenged from thrown away machines. Of course, he would never admit to dumpster diving for parts, for one it was plain degrading, thankfully he hadn't had to resort to that in a long time, however with the current financial situation he might need to return to that sooner then he would like.

Peter booted up his computer, opening the internet he checked he email to see if there had been any word back from some wanted adds he gave his information to. Upon seeing nothing of the sort, he went to his main page and frowned when he saw the top news article by the Daily Bugle, _'Vulture Strikes Schnee! Winged threat attacks SDC supplier!'_ the headline read with a blurred picture of the same man who Peter faced on the bridge days prior.

The press had taken to calling him the Vulture, on account that he encircled around the air while he attacked like his namesake. He had been attacking Schnee Dust Company properties across the Kingdom of Vale, it had gotten to the point that Atlas had sent its own armed forces and the like to protect vital points in Vale belonging to the SDC. The teen ran his hands down his face, he told himself that he should let professionals handle this guy, but so far no one had even been able to stand up to this guy.

With these thoughts, Peter opened a drawer in the desk and took out his most recent project, his new and improved webshooters. Unlike the first model, these webshooters had been upgraded by adding rotating capsules to the devices, this way he could carry much more webbing than he had been previously available to him, thankfully though he did not need to purchase anything, having instead used some old objects he found down here in storage to suite his needs.

However, there was glaring problem with them…. they were empty.

The chemicals needed to develop his webbing wasn't very costly, but with their current financial situation he couldn't afford to spend what little money he had on such things. He did plan on developing the web fluid at the school, despite the chance of him being discovered with the substance he was in dire need of resupplying his webshooters. The teen slipped the artificial spinnerets into his pockets and turned off his computer before walking up the steps to the backyard of the house and shutting the doors behind him.

Leaping up into his window still, he dropped into his room and walked over to his bookbag and slung it over his shoulders before walking out of his room and down the stairs. Aunt May had gone to their neighbor's house to visit her friend before heading off to work, the teen knew she had been seeing her friends more and more often recently and he couldn't blame his Aunt for seeking out her friends for shoulders to lean on. The teen shook these thoughts aside as he walked out the front door to his home and began walking towards the train station.

 _Can't afford to take the train, I sneak on the terminal and hitch a ride on the train._ He thought to himself as he walked down the sidewalk. After about ten minutes of walking, he turned the corner and early walked into Clayton, the teen's bag ratting with something inside, "Peter! Jeeze, sorry I didn't see you there." He apologized as he held onto the satchel on his side protectively, taking a quick look inside he quickly relaxed.

Peter raised his hands, "No problem it happens. I didn't know you took the train to school." He said, he had not seen Clayton ever on the train to Vale, come to think of it he had never seen the other teen outside of school. The pair resumed their walk, however Peter felt his sixth sense tingle in the back of his skull, _What? Little late for that isn't it?_ He thought to himself.

"I usually get a drive there by car service…. does Tiny use the train." He questioned with a hint of interest, Peter shook his head, making Tiny smirk, "Good…" he trailed off, making Peter raise an eye at him. He began to think his sixth sense was going off for a reason, however before he could question it, they pair arrived at the terminal, "I don't have a card, but I can just pay, right?" he asked, reaching into his pocket and pulling out a Lien card.

Peter reached for his pocket, feeling that his card was there he feigned feeling the pocket was instead empty. Patting over himself he gave a startled look, "Oh crap I must have forgot it at home! I got to run back quick." Peter said as he started backing away from Clayton and pointing a thumb over his shoulder towards the direction of his house. He couldn't simply tell Clayton to go on ahead without any reason, it wasn't like he was waiting for someone.

Clayton shrugged, "I can pay for you." he offered kindly, Peter considered taking up the teen's offer but he didn't feel comfortable with the idea of someone else paying for him when he was able to pay for himself.

"Nah I'll be right back. No problem." Peter dissuaded him before running back the way they came. Peter ran around in a complete circle around the block, approaching the terminal from the other side of the street, he climbed up the side of the building. And onto the roof of the building beside the station, waiting for the number of people on the terminal to disperse so he could drop down without anyone noticing him, he waited however, he saw Clayton board the train, _Why was I getting that weird vibe from Clayton earlier? Usually that only happens when I'm in danger, the guy wouldn't hurt a fly…. but he did seem strangely eager to see Tiny. And now that I think about it he was awfully worried about me running into his bag….no he wouldn't…. I mean sure Tiny is a jerk but…. I might need to keep a close eye on those two today._ Peter thought as the terminal finally cleared up enough for him to jump down to the stairwell and act as though he was just coming up.

Entering the train, he found a seat with a newspaper in it in the same car as Clayton, picking the paper up and putting it in his jacket pocket he began to observe the other student carefully. As the train pulled out from the station, Clayton's hand slid over his bag protectively. _Ok hold it Parker, you haven't seen any red flags yet, maybe he just brought something valuable to school? My thing could have gone off for no reason…. ok I have got to put a name to this weird feeling I get, because if I say my thingy is tingling then I might come off as a perverted weirdo wearing a costume…. well it's like a sixth sense…Arachnoid sense? No, Danger vibe? Nah, too dorky even for me…. Spider Sense…. huh that doesn't sound half bad._ Peter thought to himself as the train rode over the bridge, the cars passing underneath it going both to and from Vale.

* * *

The entire train ride to Vale, Clayton showed no suspicious behavior aside from checking his bag every once in a while, to made sure something inside wasn't damaged. _Ok maybe I jumped the gun on this, Clayton hasn't been acting off or anything, in fact if I've noticed anything it's that he's in a weirdly good mood for some reason._ Peter thought as he walked through the archway into the courtyard of his school. He had given up on watching the other teen's every move in favor of focusing on his own problems. Taking a seat at a round table with no one else around, Peter laid his elbows on the table and cradled his head on his palms.

"Maybe I should consider dropping out? I mean I could get a full-time job…...no Aunt May would kill me." He groaned out as he laid his head against the table, feeling something brush against him from inside his jacket, sitting upright he opened his jacket and saw it was the paper he got from the train. Unrolling it he saw it was this morning's edition of the Daily Bugle with a blurred picture of the Vulture on the front page.

As he was about to start reading the help wanted ads, his newly dubbed spider sense rang, warning him of something heading right for the back of his head, "Heads up Parker!" the teen dropped the paper as he turned and easily caught a Griffball before it could hit him square in the face. Lowering the ball, he saw Randy run up to him, "Woah Parker, nice catch." He complimented as Peter tossed him the pigskin. Randy tucked it under his arm, "If you catch like that, you should think of joining the team." He said, making Peter smile.

The mental picture of him jumping over the heads of other players came to mind, "I'll pass Randy….um, no pun intended." He said, picking up the page he was about to read, only to find that several the jobs had already been crossed out by someone else. "Of course." He said before balling up the paper and swiping it aside in frustration.

Randy looked at the young man with sympathy, "Parker, be straight man. You doing all right?" he asked as he took a seat beside Peter, who gave him a suspicious look. "Look I now we don't hang out, but you look like you got a lot weighing on you." He said with sincerity.

Peter let out a tired sigh, "I lost my job, the guy I was working forgot bought out and…. I need money, that's all." He said, he didn't want everyone to know how bad his money situation is and have their pity. Besides it wasn't a total lie, he did need a job to help pay the bills but also so he had money to buy things for himself. For one thing, he needed a new costume, he needed something that he could carry around with him and change into but also let him move freely so he could dodge things like gunfire.

Randy shook his head, "Sorry man, that sucks…you know my dad works at the Daily Bugle, I'm sure I could put in a word for you. You could get a job there." He offered, he had worked a part time at his father's work for some extra cash when he needed by doing some menial labor.

Peter however shook his head, "I apricate it Randy but….my Uncle taught me to make my own way…. but if something doesn't turn out…I'll think about it." He offered, not above asking for help when he was in dire need.

Randy nodded, "I respect that, but you need it, I'll speak for you." He offered before standing from the seat and leaving Peter. The teen couldn't help but smile, Randy had always been a good guy, he may have just watched Flash and Kong mess with him but Peter knew that Randy, Kong, and Flash were all good friends. He just wished the other two had as much sympathy.

Looking back at the paper, he turned to the front page when something caught his eye under the headline, _'Wanted, clear, high resolution, and unedited pictures of Vulture.'_ It read. _That might just be the answer I've been looking for! I could keep up with bird brain and get some good photos of him, and sell them to the Bugle and make money from them. Besides, who could get better angles than a guy who can stick to walls? I know we got an old digital camera at home I could use._ Peter thought with a smile as he tossed the paper in the nearby trash while he enters the school.

As Peter walked off however, Randy was already making his way around the school with Sally Avril by his side, "I mean why would you even talk to him? If word gets out you're hanging out with Puny Parker, then who knows what people will say!" she said as they walked around the corner of the school towards the field.

"I was trying to help him out, dude's going through a rough time. His uncle died, he lost his job, last thing he needs is more grief." He explained, Sally however did not at all look convinced, Randy rolled his eyes, "Whatever, look I just think the guy has enough crap to deal with. I was trying to help, that's all." He said as they walked onto the field and into the bleachers where Kong, Gloria, Flash, and Liz were all sitting. "Hey QB, how's it going?" Randy asked Flash as the couple joined the others and took their seats in the stands.

Flash smiled at him as Randy tossed the ball to him, "It's going." He said as Randy took his usual spot and the group began to talk amongst themselves.

* * *

Peter walked out of chemistry class with a relived look on his face, he had managed to make the web fluid he needed, now he just needed to sneak in again and retrieve the fluid later. For now, however, he let himself relax for a minute, he finally had an idea for how to make money for him and Aunt May, his webshooters were upgraded and by the end of the school day he would have the web fluid that he needed. _Plus, there's a good chance I'm going to knock that buzzard down a peg or two._ Peter thought as he walked up the stairwell to the cafeteria. Taking a seat, he noticed that Clayton was sitting by himself, looking rather impatient too.

Walking over to the table, he spoke up as he approached him, "Hey Clayton, how's it going?" he asked, sitting across from the fellow student. Clayton's head snapped up to his but frowned when he saw who it was briefly. "You waiting for someone?" he asked.

Clayton glanced around the room before speaking, "I'm uhh…. kind of expecting Tiny to come up and do something, payback for last week you know?" he explained as he took another survey around the room. Peter scratched the back of his head, in truth he had been so caught up that retaliation from Tiny was the last thing he had on his mind.

"He might be absent, or skipping lunch. Wait is that why you were wondering if he took the train to school?" Peter asked.

Clayton sighed, "Kind of…I mean, I was sort of hoping…" he trailed off, looking at his bag beside him once again. However, the teen shook his head with dissatisfaction, "Forget it, I kind of wanted to get it over and done with you know?" he asked with a shrug before standing up, "Look Peter, I apricate the concern but I'm fine." He said before grabbing his bag and leaving the teen at the table. Peter gave Clayton an uneasy look as he left, he seemed excited to see Tiny earlier but now he seemed anxious to see him, something just seemed off.

 _Maybe after I take care of Vulture, Spider-Man will keep an eye on Clayton._ Peter thought as he stood and left to retrieve his web fluid from the chemistry lab.

* * *

Phineas watched from beside the parked truck as Adrian dropped the crates of dust from the air before landing behind them. The pair had taken up occupancy near an abandoned lot near the edge of Vale. Adrian had come up with the plan to steal dust from the SDC targets that he hit, then sell the dust to the same people who would buy it at double the cost through Adrian's contacts. And it had been working incredibly well so far…. until now.

"I managed to snag some gravity dust, that stuff sells high on the black market. Maybe we skip the suppliers and sell directly to them." Adrian proposed as he kneeled to inspect the contents of the crates, making sure to carefully open so that they Dust wouldn't go off. However, when he noticed Phineas not respond, he looked up to see his ally with a dire look upon his face, "What's wrong?"

"I just heard from a friend in Schnee, apparently Atlas is sending a specialist to guard that last shipment we were thinking about attacking, Adrian maybe we should lay low for a while, until the heat dies down." Phineas explained, as much as he wanted to get back at Schnee for what they've done to him and Adrian he also didn't want to see his friend and accomplice get caught.

The pilot removed his helmet and gave his friend a hard look, "Then I'll take care of them when I see them, look Phineas I understand what you're saying. But if Schnee is having Atlas send someone to take care of me? Then it must be getting to them, I attack this last shipment and then we'll lie low." He explained, if Atlas was sending someone to deal with him it meant that the Atlas Military was doing Schnee a favor, not surprising considering that Atlas and the SDC are longtime bedfellows.

As the Tinker loaded their loot into the truck, Adrian reached into his pocket and pulled out his scroll, on the screen was a map of Vale and the spots where had stolen from the Schnee Dust Company. The last one was a large shipment arriving at the docks tonight, it would be arriving by airship, but that cargo would hit the water before it touched down on land, Adrian was sure of that.

* * *

Peter went straight home after school, his plan set and his determination holding steady. But first thing was first, he had to see if his webshooters still work. So, entering the basement, Peter began to test them out. Placing an empty bottle of water on his work desk, he took aim and pressed the trigger in his palm, firing a webline he hit the bottle off the desk. "Yes! They work like a charm." He said as he used the web to throw the bottle into the trashcan beside his desk. "Now to find a camera. I know we got one around here somewhere." Peter said as he entered the storage room and began riffling through boxes.

He had considered to simply use his scroll for taking photos, but the ad called for high resolution photos, and a scroll wasn't exactly the best way to take any worthwhile photos. But he also needed the camera to have a timer so he could set it up in advance and get some photos that way. Opening a cardboard box, he smiled when he found what he was looking for, a small blue camera that just a little bigger than his hand.

The camera used both digital and film, while film was fairly outdated it did show that he couldn't doctor the images he captured. The front of the camera had an extending lens from the body of the device, with a flash in the corner and a button on the top left to snap photos. On the side was where the memory card went to store digital photos, the opposite side held the film roll but Peter doubted he would use it. On the back was the screen that showed what the lens saw, as well as a few tiny switches and a dial for other options such as flash and zoom. "Ha! Perfect! Now let's see if you turn on little guy." Peter said as he walked out of the storage room.

As soon as closed the door to the storage room, he heard the front door open and shut, "Peter are you home?" Aunt May called out, the teen walked up the stairs out to the backyard. Entering through the back door in the kitchen, he saw Aunt May set her purse down on the counter. She smiled when she saw him, "What do you have there?" she asked, noticing the camera in his hand.

Peter held it up proudly, "Well this guy at school, Randy, mentioned there was a photographer job open at the Daily Bugle, I was thinking of taking some photos and seeing if I could get a part time job there." He said, obscuring the truth somewhat, if May knew he was going to go take picture of a criminal like the Vulture? He would rather be thrown into a pack of starving Grim.

His Aunt's face brightened up at that, "That's great Peter…. why don't you head out now? Just try to be back home decent ok? And call me when you're on your way home." she asked. She and Ben never gave Peter a real curfew, mainly because he never really went out, but with how things are now she wanted to know he was safe.

The teen nodded as he made his way towards the front door, "I will May. I love you!" he called out as he exited the house. As he walked down the steps of his house and down his driveway, he looked down at the camera and smiled. "You my little friend are going to solve our problem…. now to find out where Vulture will be next." He said to himself as he walked down the street and pocketed his camera. It was common knowledge that Vulture had been targeting the Schnee Dust Company, so it stood to reason that he would target them again.

Reaching for his scroll, he pulled up a map of where Vulture had robbed various places of interest from the Daily Bugle website. _From the looks of it, he hit a store at first, then the store's distributer, then the Dust supply depot outside of Vale…. he's hitting bigger and bigger targets. So, what would you attack next?_ Peter thought to himself. From the looks of things, it was like Vulture was climbing the supply chain, _so if he keeps going at this rate he would hit a major shipment next, right? Where would that be though? The airport? No, the airport has long range radar they would pick him up in a second, so maybe a train? No all his targets have been in the city limits…the docks?_ He thought.

It made sense, the docks don't have as much security as an airport would, and train shipments travel miles across the untamed wilderness and are most of the time guarded by Atlas robots. "Alright I guess I'll stake out the docks. Hopefully I'll snap some pictures and earn some cash, maybe even stop the guy from stealing the dust." Peter said to himself hopefully.

 _And hopefully, I'll take Vulture down all nice and quiet._

* * *

Adrian flapped his large metal wings as he leaned his body back, causing him to hover in midair over the water, the docks was directly below him. Swinging into an encirclement formation, his helmet's eyes zoomed in on the grounds below, there was a few large shipping containers with the Schnee snowflake on the side stacked throughout the middle of the port, surrounding the area where the shipping containers were held were rows of warehouses on both sides with cranes on the waterfront. He saw that there was no police or security presence visible. Diving down through the air, he aimed towards a collection of SDC containers, he drew the blades of his wings out as he began to swoop up, however catching something white out the corner of his eye.

He performed a barrel roll to avoid whatever attacked him, landing on the ground he tore up the concrete ground as he slid across the pavement. Looking up he saw that the attack he just dodged, he saw that the whit thing was a medium sized Nevermore that was a little bigger than he was. It was pure white instead of black, and with blue eyes that locked on to him. Adrian however casualty flicked his wing, shooting out the blades within his wings into the Grimm's skull, killing it. "I will only warn you this once, surrender and I'll spare you. If you resist I won't guarantee your survival."

Vulture looked over to the source of the voice, it was a young woman in her early twenties, she had white hair that was tied up into a bun on the left side of her head, her complexion was fair, almost as pale as the clothes she wore. At her side was a saber in the shape of a cutlass which her hand was gripping the handle, Adrian however smirked, "Oh this is too perfect. I've been wanting to stick it to the Schnees for a while…. killing you will be just fine." He said before taking off directly at her.

Winter drew her sword, a glyph of her family crest appearing on the ground, shooting forward at the pilot she thrust her blade forward, Vulture raised his wing to block the sword and swiped his other wing at her. The Atlas specialist spun her body against the wings, slashing her sword over his back like a spinning top as the pilot flew past her. However, the thief's claw grabbed her foot just as he flew past and threw her up into the air, before Winter could form a glyph to catch herself, Vulture batted her with his wing into the side of the container.

Winter looked up at him with defiant eyes, "If that's how you want this to go." She asked as she clicked her sword, causing the hilt to open and release the slightly smaller sword located in the blade into her other hand. Vulture charged again, Winter flipped over his head, unleashing a quick succession of jabs with both her swords into his back, the wings tanking the attacks.

As the two-continued fighting however, on the edge of the property, Peter finished changing into his costume and leapt overtop the barbed wire fence with the camera in his one hand. Landing on the other side, he made sure that he didn't drop the camera before taking off towards the warehouses, "Ok note to self, pockets and wall crawling do not mix." He said to himself. He had tried to crawl up a wall on his way here but his camera was so heavy that it nearly fell out of his pocket.

Scaling the rear of the warehouse, Spider-Man reached the rooftop and saw that Vulture was currently engaged with someone else. "Oh…. wow I was right! Sweet!" Peter said with a smile under his mask as he crouched on the corner of the roof, watching as Vulture fought with the white-haired woman. The teen looked at his camera, "I mean she looks like she has this handled….and besides last time Vulture and I tangled he tried to drop those guys off a building." He said to himself aloud.

He could just take the photos and leave, let this woman deal with Vulture. _I mean when I started doing this I was thinking of stopping thieves, murderers and people like that…Spidey should stay close to the ground where he belongs._ He thought as he powered up the camera for the first time. As the screen lit up, the last picture taken came on the screen…. the picture had him as a young boy with a fishing rod in his hand with a bass hanging off the hook, Uncle Ben standing beside him with a proud smile that the younger Peter in the picture.

 _…_ _Great Power, Great Responsibility._ Peter reaffirmed to himself as he tuned on the auto capture mode to the camera. Spraying a thin layer of webbing to the side of the building, he stuck his camera to the side of the building as the Vulture and Winter went airborne again. The Schnee landed on a shipping container, the pilot however anticipated this and sent a blade at the cable supporting the container as she was about to land, causing her footing to drop out from under her.

Winter fell through the air down towards the container, she flipped herself in midair and used a glyph to steady herself, however the Vulture had performed a loop and was heading right for Winter's back. "Hey bird brain think fast!" The two heard before a red and blue blur swung into Vulture's side with its feet kicking him off course into one of the legs of the crane. Rebounding off the crane, Vulture flew up towards the sky to get some distance but he felt something ensnare his legs, "Hey I just got here! What's your hurry?" The pilot turned his head back to see that the same young man he encountered on the bridge was here as well, sticking to the leg of the crane while he held a webline that connected to his feet.

"You again?!" He exclaimed before the white-haired woman charged at him again, Vulture however took off up into the air with full power to his wings, the teen was ripped off the side of the crane and up into the air and out of range of Winter. The young woman grimaced, he was far out of her reach now, and not only that some stranger had come out of nowhere and interfered with her mission to defend the dust and apprehend the suspect attacking the SDC shipments. Her azure eyes narrowed on the pair as the Vulture tried to shake off the mystery fighter.

Peter meanwhile, was convinced he was going to fall to his death. _Don't look down. Don't look down, don't-NO LOOPTY LOOPS!_ Peter thought in a panic as the Vulture dove down and quickly curved upwards to tray and shake Spider-Man off, but the vigilante held on for dear life. Peter shook his head, _scared out of my mind or not, only way I'm getting down from here is by making Vulture take me down._ Peter thought as he started to climb up the webbing.

The pilot was constantly changing direction, making it difficult for the teen to climb the web. _Ok climbing isn't exactly working, come on Parker think you web swing all the-wait that might be it. If I can get enough momentum…_

Spider-Man tucked his feet back, centering his mass and giving him more weight to himself as Vulture tried to throw him off again, the vigilante kicked his feet out as the webbing went taught for a moment, causing the momentum to carry him forward and swing him up into vulture as he curved upwards into the air again. Vulture felt the air get knocked out of his lungs when the teen collided with him, sending them both falling back down towards the docks.

Spider-Man grabbed onto the Vulture's wing as he punched him, "Not going to lie, heights are not exactly my thing!" he shouted as the pilot tried to slice the vigilante using his wings by drawing them out and causing them to jab into him but the teen's Spider Sense made him jump off just as they fell, spraying webbing onto Vulture's helmet, blinding him for the time being.

"GAH! I can't see!" Vulture yelled as he tried to pull the substance off his helmet as he steadied himself in midair above one of the cranes. Spider-Man landed on the narrow walkway of metal on his hands and feet. Looking up at Vulture as he struggled to remove the web fluid from his helmet. "When I get my talons on you punk I swear I'll rip you apart!" Vulture yelled out as he clawed at the webbing.

Spider-Man landed on the crane below the pilot, "Tough talk coming from guy named after what is possibly, the ugliest looking bird in the world." Spider-Man called out as he aimed two strands of webbing at each wing. With a powerful yank, he brought Vulture down crashing onto the crane. Standing himself up, Vulture finally tore the webbing from his mask, Spider-Man's knee crashed into his face as he removed the webbing, he kept up the assault, a right cross hit the side of his face, he tried to swipe his bladed wings into the vigilante but he jumped up onto Vulture's head and backflipped off before tucked his arm to his side and uppercutted the pilot with a jump, sending him back off the tip of the crane.

The teen shot a webline over the side and caught the thief from falling to his death by his wings, stopping him just before he hit the ground. Spider-Man dropped from the side of the crane, shooting a webline to catch himself and repel from the crane whilst upside down and his legs bent so his feet could catch the webbing.

He referred to this as his yoyo pose, stopped beside Vulture, he looked over the villain, "Well, judging from the webbing clogging your turbo rotors on your wings, your grounded for now. BT Dubs, those wings are pretty cool. No, seriously, if I had the proportionate powers of a bird I would want a pair myself. Now let's look at that mug of yours." He said as he reached for the helmet and took it off, when he saw Adrian's face, Peter had to hold back a snicker, "Oh my god your bald and you're called the Vulture…. it's too perfect Ha-ha!" the teen laughed briefly before his sixth sense tingled and a blade was pointed directly at the back of his skull by the woman he saved earlier.

"Who, or what, are you?" She asked in a clam collected voice, after watching the two of them fight she concluded that whoever this mystery person was, he was not at all experienced in combat. But he was dangerous nonetheless if he could defeat the Vulture.

The teen raised, well technically lowered, his hands as a sign of peace, "Ok first off, hi, I'm Spider-Man, nice to meet you. Second, could you point your sword at the bad guy?" he asked, pointing his finger at the Vulture. Winter locked eyes on the vigilante, before looking back at Vulture, her mission was to capture whoever was responsible for the dust thefts, and from what this man said she concluded that he was in fact the perpetrator of the thefts. But the other one, the one in the mask, she had heard there was someone fitting his description when the Vulture first appeared, however the SDC Rep seemed to exaggerate with his account of what transpired.

Winter stood her ground before slowly lowering her weapon from the back of the teen's head, "Why are you here?" she asked sternly as the teen spun around on his web to face her.

 _Well I was going to sit back and take pictures but my conscious does this nagging thing._ He thought before actually spoke, "Well big bird here and I had a little score to settle, besides I was in the neighborhood, saw you two fighting and since this buzzard here has been knocking over places all over the city. So, I thought I'd lend a hand." He explained before shooting a webline up and pulling himself up into the air and swinging towards the warehouse, "Oh! Tell that one guy from Schnee that I still saved his but!" he called out, hoping that this might make the guy take back what he said about him.

Landing on the roof of the warehouse, he retrieved his camera before running across the rooftop and leapt out of the property down to the ground. After getting his clothes back on and hiding his mask and other vigilante clothes in his bookbag, he held the camera up and looked through the photos that the device had gotten, "Ok let's see here…ok no, that's just of the sky…. too blurry…. Oh, here's one! This one isn't too bad too…. hey there's me." He said, finding one of him where he uppercutted Vulture. "Ok I'll head to Bugle and see if they'll buy these. If not…. well maybe I could sell them to another paper?" he as he started towards the newspaper.

* * *

The Daily Bugle was 46 stories tall, on the top of the building the name was on top of the building facing out towards the front. The building itself was rectangular in terms of overall shape and between two shorter buildings, Peter looked up at the skyscraper from street level and took a deep breath before walking through the front doors of the establishment. Walking through the lobby, he saw an elevator toward the right wall where he came in, walking up to reception desk he saw that there was no one there.

However, the directory was on the wall behind the desk, Peter read the listings and saw that the main offices were on the seventeenth floor. Walking over to the elevator he pressed the seventeenth-floor button, "Excuse me, can you hold that?!" A voice called out just as the doors began to shut close, Peter reached out and stopped the doors from closing shut. A young woman holding up a stack of files entered the elevator, "Thanks I-whoops!" she exclaimed as the folders she was carrying slipped out of her grasp, Peter held his arms out and managed to catch the folders as they fell using his reflexes.

The young woman, whose eyes where closed and awaiting the sound of multiple papers scattering across the floor, but when it didn't come, she peeked out of one eye to see that the other occupant of the elevator caught them. "I assume these are yours?" Peter asked, making the young woman giggle as Peter lowered the beige colored papers, she was around his age, probably two or three years older than him, she had chestnut colored hair that was in a bob cut around her head with fair skin and ruby colored lips that were curled into a friendly smile, but what Peter noticed right away were the brown wolf like ears poking out the top of her head. Peter his face heat up, _Wow she's pretty. Ok Parker calm down, you're here for a reason, so be cool._

"H-H-Hi." He greeted, his voice wavering in pitch for a second, _Smooth Parker._ He chastised himself silently before clearing his throat, "I'm Peter, I'm here for the prize for pictures of the Vulture." He explained. _Wait why did I tell her that?! She might not even work here!_

The young woman's eyes widened a little as she smiled again, "Oh great, Mr. Jameson has been looking for a good picture ever since he showed up out of the blue." She said, making Peter let out a silent sigh at how he didn't make himself look like a fool, "I'm Betty by the by, Betty Brant." She introduced herself, "I would shake your hand but they're full right now." She explained before the doors opened, "Could you help me carry these to my desk?" she asked.

"Of course." Peter agreed as he followed her out the door of the elevator and into the large open room, the were desks lining the floor with people working on various stories, typing away on their computers. Walking past the desks, Betty led Peter at a L shaped table beside an office with the blinds down so no one could see inside, "Just set them anywhere that's empty." Betty said, Peter noticing that her desk was littered with appointments and sticky note reminders. Finding a relatively bare spot on the desk, he set the folders down which she did as well on top of them.

Before Betty could thank Peter, the door to the office swung open. "Ms. Brant! I wanted those files five seconds ago!" the man who stepped out of the office said. The man had his hair slicked back, the top of his hair being black and the sides grey, with a thick mustache over his lips that matches the color of his hair, he had a white dress shirt on with the sleeves rolled up with a red tie, he had a brown vest over his short with a matching pair of pants. The man looked at Peter, "Oh and who's this?" Peter opened his mouth to answer, "Wait are you the new intern? Your late! Your fired!" he shouted, "No, wait, the new intern is blonde. Brant call him and tell him he's late and fired." He said to the young woman as she sat down, having grown accustomed to the man's volume, the man's attention focused back on Peter, "Well are you going to answer me or not!?" he asked, making the teen jump.

"Um, I'm here for the photos for Vulture?" he said as he pulled his camera out of his pocket and turned it on.

The man however snatched it from his hands and began going through the most recent photos, "Nothing, that's a blur, that's a bird, this-wait who the hell is that?!" he asked, showing Peter the picture of him punching Vulture. "Well-" "Forget it, how much you want for them?" he asked as he walked into his office, Peter fallowing suite behind him, the man's desk sat in front of a large window looking out to the front of the building. On his desk was a name plate, John Jonah Jameson, the man took a seat behind the desk before tossing Peter the photos, "Well are you deaf? How much?" he asked.

Peter thought for a slit second, "Six hundred Lien." He stated.

Jonah looked at him for a moment before speaking, "Three. And that's for all of them. Take it or leave it kid" He said, folding his arms over his chest. Peter felt his stomach drop, that was WAY too little than what he needed!

Peter was about to speak when he noticed the globe atop the building across the street, getting Peter an idea, "Alright. Maybe I'll try another place, but I'm pretty sure these photos are in high demand so maybe I'll just- "he started.

"Hold it!" Jameson stated as he pointed at the teen, he considered the teen's offer for a moment before growling out, "Fine, four hundred. Final offer! Deal!?" he asked, Peter nodded. "Alright grab your check from Ms. Brant and ten get out of my sight you little leech. And shut the door on your way out!" He said, waving the teen off as he turned his holo screen on and started working, missing the large smile on the teen's face as he strode out of the office to Betty, who was giving him an encouraging smile as he shut the door behind him.

"Congrats Peter. Next time though, you should probably talk with Mr. Robertson. He's much easier to handle." She said I a low whisper as though her boss would hear her. She pulled out a checkbook and tore a slip out and wrote down the right amount and other information before handing it to Peter.

"Thanks Betty…. see you around?" he asked, hoping to see the young woman again soon.

She giggled, "Sure thing Pete." She said as the teen walked away, slightly bumping into one of the desks before turning around and walking directly towards the elevator. As the doors closed shut, Peter pumped his fists into the air.

"YES!" the teen cheered to himself, "I got the cash need, I got a job, and most importantly I beat Vulture. Finally, I got a win…. guess things are turning around for Spidey." He muttered to himself as the elevator reached the ground floor and the doors opened for him, "Maybe I'll order me and May take out tonight?" he pondered to himself as he made his way out of the building.

* * *

Tiny walked out of the arcade, he had decided to skip school today and spend it at the Arcade, he was now heading home, he would get home early and delete the message left on the machine like he's done before. As he turned the corner however a loud high-pitched noise was heard before something sent him flying off his feet and onto the street. "AGH! What the hell was that!?" he yelled out in pain as another loud noise sent him across the ground and into a light post.

Tiny creaked an eye open against the pain and saw his attacker, he was shorter than he was, what he wore was a black and white costume, his chest was white with what could only be described as circles spreading out from his chest. His pants were black along with white boots, his gloves which reached up to his forearms with a white streak right in front of where the gloves became black with what looked like speakers in the palm of his hands. He also wore a mask with soundwaves coming out from the center as well, with yellow eyes and a surrounding blackness that stretched around his face to the back of his head, around his neck before stopping around his collar

He raised his hand, the speaker turning yellow, "That was a high frequency sound wave. That was on a medium setting…. let's see what the high setting does shall we?" he asked, his voice sounded like a distorted echo before sound released from his palm at the bully.

* * *

 **AN: And with that the Vulture is defeated! Now for the big news VOLUME 5 IS IN EIGHT DAYS…. I'm not ready but I'll prepare my heart and soul as best I can.**

 **Now I know everyone thinks of JK Simmons when you see a picture of Jonah, and while I love JK's performance, I liked the Spectacular version of pickle puss. However, I have to say if we get him in the MCU, I would Ash himself, Bruce Campbell, to play as him.**

 **Ok so if you're not familiar with the villain at the end, look up the Learning to Crawl story, it showcases Peter the days between his first few adventures while he's mourning Uncle Ben. Its art is reminiscent of the old Steve Ditko books so if you like those then you'll love that story.**

 **Now something I should have mentioned last time around, Spidey's web swinging right now is like how it is in homecoming, he's not going too high up because…. well would you, do it? No, not unless you had a death wish, so for right now he's not as fast, I mean Spidey once beat a flying hero in a race across Manhattan in a matter of minutes, but Pete's not there…. yet.**

 **And Winter showed up! Now, this volume, not going to lie, she might be the only character from the show that will show up in this Volume. I do not know for sure so don't take that as in stone, but I just want to state that right now.**


	5. Chapter 5 (Feedback)

**Feedback**

 **Skipper: Happy to hear it! That's what I'm aiming for here. I do see the similarities between Peter and Ruby, but I don't think she would fawn over Spidey, she'd think it's super cool that there's a real life super hero running around helping people though.**

 **TeenofAction44D: I'm not basing this peter entirely on Homecoming's version of Peter, he takes inspiration from a handful of version of Peter but he's also pretty unique. And I actually see a lot of similarities between Peter and Yang, they both had the responsibility of growing up for a family member, they both lost a parent and dealt with their grief in somewhat unhealthy ways, and they would both do anything for their families.**

 **Atom King: Glad you liked the fight, I wasn't entirely sure about having Winter show up but I think it worked out well.**

 **Justus80:JJJ is kind of elemental to Spider-Man, he's that one guy who always criticizes Spidey, he kind of pushes Peter to be better in a weird way.**

* * *

Peter woke up this morning feeling very pleased with himself, with the money that he made from selling his photos to the Bugle he and May managed to pay their bills just enough for the time being. He did have some pare cash, having only given Aunt May half his earnings at her request, she refused to have Peter fully pay the bills when she was making money as well. What Peter planned to do was spend the money on a new costume, the one he used currently was just too…bulky, he had to hide the pants and shirts in his bag under his notebooks he took to class, and he didn't want the risk of someone catching a glance at them.

But first he needed to find out what he wanted, but for now he would save the money for when he would need it. Walking down the steps to the front door, he looked down to the welcome mat to see that the morning edition of the Daily Bugle had been delivered. "Let's see if I made the front page." He said as he picked the roll up off the ground and unwound it. On the front page was the picture of him Suspending upside down by a webline beside Vulture, however what caught the teen's attention was the headline _'Vulture vanquished by web slinging partner!'_

"Wait what!? But that's not right I'm not his partner!" he said with frustration as he took the paper inside and closed the door behind him. _'Yesterday the criminal known to Vale as the Vulture, real name Adrian Tombs, was brought into police custody by Winter Schnee of the Atlas Military. However the Atlas Specialist explained to police that his apprehension was in due thanks to a masked individual referring himself simply as Spider-Man. This is not the first time the two had crossed paths however, his photo fitting the description of the individual who interrupted a standoff between the police and associates of the Vulture last Friday. Leading some to speculate if the Vulture's arrest was the result of a cross between the two.'_

Peter read the article in disbelief as he sat down at the dinner table, "I can't believe this, that slimy, double crossing pencilstach-" Peter growled out as he started to crumble the sides of the paper.

"Peter don't mumble. I can't understand you when you mumble." Aunt May said as she put a plate of pop tarts down in front of him, "What's wrong? And don't mumble." She said as she sat down across from him and picked up one of the tarts and taking a bite out of it.

Peter took a bite out of his food as well before speaking, "It's my new boss, I got the photos he wanted but the story is totally against what happened. Man you think they'd get their facts straight." Peter said as he took a drink of his milk. _It is only my second time out in public, and I haven't exactly given people a statement or anything. Plus I do kind of look like a hoodlum in my current costume….maybe I should go with something less dark alley and more Friendly Neighborhood._ He thought to himself as he finished eating one of the pop tarts.

May shrugged, "Maybe. Anyway, I'm going to working late tonight but there are leftovers in the fridge you can warm up." She said, taking both their paper plates and throwing them away in the garbage. Peter gave her a concerned look, May had been working overtime ever since she got back to work and he was starting to worry a little. His Aunt saw his troubled look and smiled, "Peter I'm fine. Now go on, you'll be late for school." She said, pointing at the front door where his schoolbag was lying beside. The teen slurped his milk down before putting his cup in the sink, giving his Aunt May a kiss on the cheek he exited the house as he slung his bag over his shoulder.

 _Late? Yeah right, web swinging ? I'll get there early._ Peter thought confidently as he walked down the sidewalk and crossed the street at the end of his block. About five minutes later, he walked into a deserted alleyway and scaled up the brick wall to the top of the building. _Seriously I need to consider a new costume, something thin. Maybe something I can wear under my clothes…maybe spandex? Or something like it, it would be easier to move when I need to dodge gunfire or something._ He thought as he pulled his shirt off, pulling his tee shirt and long sleeve shirt over top his head, he finished changing and stuffed his shoes and street clothes into his bag.

He leapt from the side of the building's ledge, spraying a web so that he swooped over the streets below before swinging up into the air. Shooting a line to the side of a watertower, the momentum Peter gathered swung him around it before letting go and flying p through the air just onto a rooftop, _Speaking of new things, maybe I should try web swinging differently, I mean Patch doesn't have skyscrapers but Vale does. And I know physics like the back of my head, I could get across town super-fast if I risked it…..either that or end up a red stain on the pavement….on second thought I'm good._ Peter thought as he spun a webline to his right, tucking his legs in to get more speed before releasing the line, sending him down the street before spraying another webline to turn into an alleyway.

Landing on a fire escape, he kicked off and spun around down the alley, swinging out the opening he reached his arm forward and spun another web….only for him to find himself shooting out into an empty lot beside the train tracks. Peter fell to the ground like someone trying to belly flop into a pool, painfully, "Ouch…ok, on second thought, maybe tall buildings aren't that bad of an idea." He said to himself as he picked himself up and brushed himself off.

The rumble of a passing train made him look up to see the train to Vale rolling past him on the tracks above. "Well I did want to catch a ride." He said to himself before attaching a webline to the underside of the tracks and pulling back on the webbing. When he felt the webbing become stressed he leapt up, the elasticity sending him up past the tracks and into the air.

Landing on the roof of one of the rear train car, sitting down at the tail end of the car, he laid back against the roof of the train, the ride to school would be a leisure ride from now on, he just needed something to pass the time on trips to and from school. For now however he simply put in his headphones for the rest of the ride to school.

* * *

Peter walked through front door to the school with a quickened pace, he had to find somewhere secluded to change that wasn't so close to the school. If people saw Spider-Man swinging towards and around the school then people would put it together that he must go there in some capacity. As he walked down the hall towards the stairwell, he noticed that inside the main office was a man who he had seen before, he was the same man who had been outside his house when Uncle Ben had been….

A small sense of dread filled him briefly, reaching into his pocket he pulled out his scroll and texted Aunt May, when he got a simple reply back he felt the dread vanish as soon as it came. He let out a breath he didn't know he had been holding, "You ok there son?" Peter looked up from his scroll to see the officer in the same suit, the older man gave him a somewhat concerned look. Peter didn't notice it that night but the man looked somewhat older, his hair was grey and he had some wrinkles, but aside from that he looked fairly middle aged.

"Oh, yeah. Sorry, I just kind of spaced out there." Peter said apologetically as he put his scroll away in his pocket.

The man looked over Peter, after a moment a look of recognition flashed across his face, "Peter right? I remember now…I'm sorry for your loss." He said, Peter nodded in acceptance, "Peter my name is William Lamont. Do you happen to know a student by the name of Brian Mckeever? People call him Tiny." He explained, making Peter give him a curious look.

"Last time I saw him was last week. He was picking on Clayton Cole, dumped food over him, I helped out Clayton and told him off…..he threw a tray at our heads in response." He answered truthfully, he had nothing to hide from the police….well he did but this wasn't related to it, "Why? Is Tiny in trouble or something?" he asked, figuring that the bully had finally taken it a step too far with someone.

The policeman shook his head, "No, Mr. Mckeever was the victim of an assault yesterday. He's currently at the hospital in recovery." He said, making the teen's eyes widen. Tiny may have been a grade A jerk but to get assaulted so badly that he would need to go to the hospital? "Peter do you have any idea who would want to hurt Tiny? Anyone at all?" he asked the teen inquisitively.

Peter hesitated for a minute, Tiny had been physically abusing Clayton since he hit his growth spurt. And no one had done a thing to stop it, including when he nearly beamed him and Clayton with a tray, the teen had to admit he wasn't sure if it was a real tragedy if Tiny had gotten some comeuppance. _But….I could do the same thing to Flash or Kong if I wanted….and I don't because it's not the right thing to do._ The teen thought before speaking. "Clayton Cole, Tiny has been using him as a punching bag for a while now…..and yesterday he seemed antsy to see him again." He said.

The Detective nodded in understanding, "Thank you Peter, I appreciate you telling me." He said with a nod of gratitude before turning back and walking into the main office. AS he did, Peter walked into the stairwell and begun making his way p to the floor his first class was on.

 _Clayton is the one who has beef with Tiny, but Clayton is skinny as I used to be, maybe even more! So how could Clayton Cole of all people send Tiny to the hospital?_ Peter wondered as he exited the stairwell, walking into his science class he took his seat and readied himself as Mr. Slott walked into the room and prepared the room for class. Peter glanced over to the door as Clayton entered, a happy expression on his face as he took his seat in the second row, right beside where Tiny would sit. _He seems pretty smug about something…..wait a sec his bag, he was way too cautious with it yesterday….could he have brought a weapon to school? It could be why my Spider Sense went off when we bumped into each other before school started….could he still have it with him?_ Peter thought with a sense of worry.

If Clayton had brought something dangerous to school, he needed to take care of it….how he was going to do that as Peter Parker and not Spider-Man….well…that was the challenge. Peter for now turned his head to his notebook, pulling a pencil from his bag he looked up at the board and saw the word 'review' on it, Peter smiled proudly. He knew the class material well enough, and the test tomorrow was a surefire A+, still he would study tonight just to be safe.

So in essence, Peter had a free period to work. _Hey, maybe I can start designing my new suit._ Peter thought as he looked down at his notebook. _Ok let's think, what are the problems I have with my current look? Too cumbersome, takes too long to change into, oh and it's pretty thrown together. I need something that looks good._ He thought, writing those reasons in the top corner of the paper. _But what do I like about it? The colors, red and blue are just nice to look at….don't know why. Oh, and the goggles help with web swinging, they help me focus too. And of course the mask, I need a mask._ He thought, writing those in the opposite corner of the paper.

 _Now I need something that won't slow me down, something thin…..only thing that comes to mind is spandex. And It would help if it covered me head to toe, stops the wind chill while swinging. What else? Maybe instead of goggles I could have them built into the mask…..not glass, plastic would work, see though plastic from one side so people can't see my eye color._ He thought as he sketched a rough outline of a head. Peter was by no means an artist, but he had a good mind's eye, _Maybe make some of the chest blue like the arms and legs? And maybe do something with that spider? Give it some webs…..should I have some webbing on the suit too?_

He had done some research with spiders, who wouldn't in his situation, and found a interesting tidbit about how when spiders are babies they use strands of webbing to ride air currents. Of course that wouldn't work with Peter, but the idea was interesting. _Maybe a cape? No it would add drag to my turns…..maybe under my arms? Like wingsuits._ He thought.

As class continued on, Peter furthered his work on his idea for a costume. By the time the bell rang, Peter had finished up a rough sketch of his idea. Closing his notebook, he stood up just as Clayton did, the teen intended to tail him as best he could for the day, Clayton walked out the door to the classroom, as Peter walked after him, Mr. Slott spoke, "Mister Parker, a word please?" he asked, a few of the leaving students giving him a taunting 'ooooh' as they left. Peter swallowed before walking up to his science teacher.

Mr. Slott was one of his favorite teachers, then again he always liked his science teachers, but Mr. Slott made it relevant in class, giving them everyday problems that they could solve using science. "Peter, I'll be blunt. Your only in your sophomore year and your grades are top of the class." He said, making Peter's pride swell as his cheeks blushed from the praise, "I was wondering, do you have any plans over the summer?" he asked.

 _Get pictures, get paid._ Peter thought to himself, "No Mr. Slott, not really." He confessed, making the man smile.

"There's an open internship with an old colleague of mine. He's looking for a lab assistant and I was planning on recommending you for the job." He explained, making the young man's eyes widen at the prospect. An internship at an actual lab and working with a professional scientist, it sounded like a dream come true, he opened his mouth to accept but stopped himself. _Can I even accept? I should talk to Aunt May about this first, see if she's ok with it._ Peter thought to himself.

"I'll have to talk about it with my Aunt Mr. Slott. I'll get back to you when I have an answer." He answered, making the man smile in understanding as he nodded. As Peter left the classroom, he was beaming, he would be able to work in an actual lab during the summer? It sounded like too great of an opportunity to pass up!

 _Peter Parker, lab intern. Who knows maybe I'll get lucky and the guy will pity me enough to pay me? I could pull in double the money from that and my pictures._ Peter considered as he moved through the halls to his next class. But he needed to make sure his Aunt was ok with him doing it, he didn't like keeping secrets from his Aunt May but they were for her own wellbeing. He couldn't worry her about him when he can take care of himself, plus it would get him the funds to get his new suit, of course this was assuming he would get paid.

And if that was the case, could he really waste his time like that? These thoughts clouded Peter's mind as he sat through his next class.

* * *

The rest of his classes were spent with Peter in deep contemplation until he reached his free period, he found himself in the library on one of the computers. He brought up the Daily Bugle webpage, scrolling though the stories, he came across what he was looking for. _'Midtown Student Hospitalized! Yesterday, a student (whose name has not been disclosed) was found badly beaten on the side of the street, witnesses in the area claimed to hear a strange noise but at the time dismissed it. The Student is currently unconscious but is expected to recover.'_ The beginning of the article read.

Peter cupped his chin as he read the rest of the article, he was hoping that he was wrong and that Clayton wasn't responsible for attacking Tiny but he was the only one who really had any _reason_ too. _One of the first thoughts I had when I got my powers was getting payback against Flash…..could Clayton…..no he didn't go to the expo, and the Spider's dead, got to be after getting doused in Radiation._ He thought, putting his fears of another person with powers like his to rest.

Peter closed the tab and turned off the machine, standing up he started towards the door to the hallway when he noticed something strange outside. The doors to the library had windows on them to see through, on the other side he could see Detective Lamont and another officer going through a locker. Clayton's locker.

Looking down the hall his eyes widened when he saw Clayton peering out from around the corner of the hallway before disappearing. _Crap! Clayton saw! Well this looks like a job for your Friendly Neighborhood-_ Peter thought as he slung the bag off his shoulder, about to unzip it he stopped himself, _Waitaminute…how did Spider-Man get inside a high school? If he just appeared in here they'll figure out Spidey's a student here!_ Peter thought to himself as he back away from the door. Looking around the library for a possible exit point, he focused on the restroom in the corner of the library.

Only to find that is was currently occupied.

"Oh you got to be kidding me." Peter muttered as he tapped his foot impatiently as he waited for the occupant inside to exit. After what felt like five long minutes, the door opened and Peter quickly entered the room behind the student who exited. He walked up to the window and pushed it open before slipping outside and into the alleyway beside the school to change.

As this happened, Detective Lamont searched though the student, Clayton Cole's, locker. Both students and faculty alike had informed him that both the victim and Clayton had a history. Reaching inside, he pulled out a notebook, just as the detective was about to open it however, a loud noise was heard before both he and the officer were knocked off their feet. Will was about to reach for his weapon but immediately shot that idea down, he was in a school, god forbid he miss and hit a bystander.

Looking down the hall, there stood a male figure in a white and black costume that covered him head to toe. "So you come after me because I fight back!? Where were you when he tormented me!?" Clayton asked as he talked down the hall, the mask causing his voice to audibly distort, the detective raised his hands up in response, trying to convey he was not going to fight.

"Clayton I know you feel this is unfair, but if your going to make it worse for yourself if you hurt anyone else!" he warned the teen, making the soundwave assailant pause in his step. William looked over to see the other officer push his torso up off the ground with his hands, Officer Carter looked over to him but the detective shook his head before looking back at Clayton. "Just give up son, don't make this hard for yourself."

Clash was silent for a moment, "Funny. I almost believe you. Don't worry, you'll surive, Clash doesn't kill." He said as he raised his hand, before George could pull his weapon he and his officer were sent flying down the fall. He closed his eyes and braced himself for the inevitable, however he felt something almost wrap around him, opening his eyes he saw that he had been caught in midair by a white substance. It was a large web that was big as the hallway, he and his officer pulled themselves off the webbing and fell to the floor.

"Excuse me." Clayton turned around to the direction the strands of webbing came from, hanging from the ceiling by a webline was Spider-Man. "I know It's none of my business but could you surrender? I really don't want to punch you." The vigilante said, truthfully not wanting to hard Clayton. The teen raised his hands and sent a soundwave at the teen as Spider-Man shot a strand to Clayton's chest, sending them both flying down the hall and Peter through the wall of the school with Clayton behind him. Spider-Man flew out through the back of the school, bouncing off the bleachers and onto the field while Clayton fell into the space between the bleachers and the school.

Spider painfully groaned as he got up, _Ok, yeah. He doesn't want to talk anymore. Ouch._ Peter thought as he pushed himself up onto his feet and looked around. Looking back to the school he winced, "Ok, so I can go through a brick wall apparently, good to know I guess." He said to himself before noticing the Bleachers weren't empty, sitting near the front row was Flash, Randy, Kong, Liz, Sally, and Gloria. _Ok Peter play it cool._ "Hi." He greeted, raising a hand up before his Spider Sense went off like a bell in his skull. He dove over to his left just as the bleachers beside the group was torn apart, Clayton stepped out and narrowed his sight on the vigilante.

"Think you can just push me around too!?" Clayton asked as he swiped his arm out, making a wave of sound tear up the ground as it approached the teen hero. Spider-Man leapt up into the air and spun a strand at the top of the bleachers and pulled, he reeled in the webbing as he went over the stands, the line went taught and swung him around the top and into the back hole where Crash was, kicking him in the back and out onto the field while Spider-Man backflipped off.

Clash landed on the grass while Spider-Man landed in the bleachers, he looked over to the teens, "Evac! As in you! As in now!" he said before leaping down onto the grass in front of Clash as the group ran off the bleachers, Flash however stopped just before turning the corner, taking cover by the railing he watched as Spider-Man approached Clayton. "What's wrong? Can dish it out but can't-" Spider-Man started before the downed teen swiped his arm out, sending a high pitched found wave hit Peter in his side and sending him flying into the air and though he goal posts.

Sending out a web to one of the posts, he wrapped around the yellow meatal before swinging himself onto the top of the spire, the teen let out a groan, "Felt my teeth rattle there." He muttered as he rubbed his jaw, _I can't get close to him without getting blasted away, I got to throw him off somehow._ Peter thought as he leapt from the pole as Clayton sent another wave at him. Peter noticed the speakers in the palm, _So he doesn't have powers or a semblance, it's his suit. Maybe I can just wait until his suit runs out of power?_ He thought, spinning a web to swing over Clayton's head, the sound user unleashing a blast of sound after him, Peter sun another like to pull himself out of the way and onto the side of the flag pole as he sprayed a web at Clash's hands, he struggled to get out of the webbing, the speakers in his palms creating a high pitched nose to slowly snap apart the webbing

 _But how much Damage can he cause between now and then?_ Spider-Man thought, he looked over to the away team bleachers, behind those bleachers was a parking lot, no buildings meaning no innocents getting hurt. _Well this is one way to show school spirit._ Spider-Man thought as he cupped his hands in front of his mouth, "Hey Clash! Is that the best name you could come up with? What about Base? You know, like the instrument? Or cello? No wait, I got it, the recorder." He said in a deep voice, mocking the sound wielding attacker.

"Shut up!" Clayton shouted before thrusting his hands out towards the teen, the section of the bleachers was torn off as Spider-Man lumped onto the away team bleachers, Clash kept attacking but the teen leapt from bench to bench only serving to agitate him even more. Peter landed on the railing that stretched down the stairwell and slid down before jumping off at the end. He sent another wave at where he left off from, however instead of breaking the metal, the railing was bent into a right angle.

 _Looks like my hunch was right. Now I just need to keep this up so when he runs out of power I can-_

"Hey freak!" Spider-Man's and Clash's head snapped back across the field to see Flash rush Clash and try and tackle him, Clayton backed away as Flash jumped at him, Clayton raised his hands and a loud sound sent Flash flying into the air.

"NO!" Spider-Man and Clash shouted as he leapt back behind the bleachers, shooting a strand of webbing from each wrist as he fell, the elsaticaty wet taught as he pulled on the webbing, sending him flying up into the air. He aimed a little high and managed to grab Flash by the back of his letterman jacket, the hero spun another web towards the school as he carried Flash through the air, much to the jock's shock. "You are without a doubt the uglistet, and first, damsel in distress I have ever rescued. Spider-Man joked as he swung up onto the roof of the school and dropped Flash off onto his hands and knees.

"H-h-holly crap. Oh my god, a-am-am I dead?" Flash asked as Spider-Man helped him into a sitting position before running to the fence surrounding the roof, looking down to the field he saw Clayton shakily sit down on the field. Flash ran up to the fence and watched as Clash removed his mask, "Clayton! He's the one who-why? What'd I ever do to him!?" he asked enraged.

"Don't forget you're the one who as about to tackle him quarterback." Spider-Man pointed out, making the Griffball player look up at his crouched form, "I wasn't trying to hurt him, I was trying to wait until his suit ran out of power and then talk to him." He explained before spinning a webline and swinging down towards the field, leaving Flash to think over his words.

Spider-Man landed in front of Clayton, the blonde teen looked up at him with a worried look, "I-Is he alive, is he alright?" he asked in a panicked voice.

Spider-Man winced at the sight of Clayton, he was truly horrified by what he had almost done to Flash. "He's fine….what about you?" he asked as he kneeled in front of the young man, Clayton looked down at his mask with a guilt ridden look on his face, "….when I first got my powers, one of the first things I thought of doing was getting payback against this guy who always made life miserable for me." He explained, making Clayton look up at him inquisitively, "I didn't, but I know how tempting it is…..and I know that the guy who you put in the hospital was a real jerk….but even so he didn't deserve that." He said, making Clayton bow his head in shame.

Spider-Man reached his hand out to the teen, "Look, if you turn yourself in, you can tell your side of the story, it can only help you." He offered, Clayton looked at the hand for a moment before reaching out and grabbing it, Spider-Man helped him up onto his feet. The sound user looked behind Spider-Man to see Detective Lemont walking up to the two of them with his hand on his weapon. Clayton held his arms out to the officer, showing he wouldn't resist, the detective eyed Spider-Man suspiciously before reaching back onto his belt and taking out a set of handcuffs.

Locking them across the sound user's wrists, he nodded back to the police officer who walked the young teen away, leaving both Spider-Man and the detective alone, "I don't know how you knew about Clayton there, but thanks-" he started, before turning to see Spider-Man swing away around the corner of the building. "…I didn't even need to thank him….I think I like that guy." Lamont said with a small smirk.

* * *

May gave Peter a bone crushing embrace as soon as she got within arm's reach, the school was closed until the school had been repaired and the investigation into Clayton was cleared up, "May….can't….breathe." Peter mockingly wheezed out, making May hold him at arm's length and look him over to make sure he wasn't hurt. "Aunt May." He said, making her stop and take a deep breath as Peter put his hands over her's, "I am fine." He said for reassurance.

The two were in the courtyard where a number of other Parents had gone to meet with their children, May let out a shaky breath, "I know, I know…..it's just…..with what happened…I'm just so happy you're alright." She said, his aunt's eyes beginning to water before pulling Peter into another hug. Peter returned it this time, wrapping his arms around her and giving her a squeeze.

 _Of course she's worried you idiot…..she lost Uncle Ben too._ Peter thought sadly to himself as his Aunt pulled away, he gave her a smile, "Look, how about you get the car, we can go home, have lunch, and if your up for it you can head back to work if you want?" he offered, causing his Aunt to smile brightly at him. As she left to get the car, he looked around the courtyard to see a few of the other families. Suddenly Peter felt outright alone, glancing over to Randy, he saw him talking to his father, a middle aged man with dark skin and black hair, with some grey on the sides.

Peter reached into his back pocket and pulled out his camera, he had set up the device and managed to take some pictures of his fight with Clash. He walked over towards the man as he patted Randy on the shoulder, the teen walking over towards Flash. The quarterback had been somewhat shaken by what had happened but seemed to have calmed down now, walking over to Mr. Robertson, he cleared his throat, "Um, Mr. Robertson?" he asked, making the man turn to him.

"Yes?" he asked.

"I'm Peter Parker, I sold some photos to Jonah Jameson, and I got some of what happened today. If your interested I'd be happy to sell them to you guys." he explained, the man's eyes widening a little.

"Could I see what you got?" he asked, Peter handed him his Camera and began to brose thought he photos, "Hmm….not Bad Peter….this Spider-Man was here too?" he asked, Peter nodded, "He's hot news right now, and the fact you've managed to get photos of him are amazing, but the photos themselves? Is this your only camera?" he asked, Peter nodded again with a raised eye. "I'll be honest, you're going to need a better Camera if you're going to be working at the Bugle. I'd consider getting a new one soon as you can." he recommended.

Peter looked at the camera as Mr. Robertson took out the memory card and handed his camera back, "Thanks…I'll see if I can get a new one." He said, _He's not wrong, Uncle Ben had this back when I was in middle school._ He thought to himself.

"I'll have Jonah cut a check for you, come pick it up when you can." Mr. Robertson said, as Peter began to walk away, he called out, "Peter." The teen turned, "Nice meeting you." He added with a smile that Peter returned before walking out the gate to where his Aunt May had pulled the car up in front of the school. Sitting in the passenger seat, he looked up at the school as May pulled into traffic.

As they drove, Peter reached into his bookbag and opened one of his notebooks, on the page was a doodle of a mask, it fully covered his face like the one he had now did and was the same shade of red, however this one had black webbing that originated in the center of the mask and went out across the rest of it, also on the mask where two large eyes with white plastic one way lenses.

 _So I can either save my money for my new costume I desperately need, or I can save it for a new camera that I also desperately need…..on one hand I'll look utterly ridiculous. On the other I might not be making much money…sorry new suit. For now, I need to focus on what's important._ Peter thought as he looked over to his Aunt May with a smile as they pulled into a gas station.

"I'm going to grab you a snack."

"I don't need a snack though." Peter said.

"I'm getting you a snack." May said simply before exiting the car to get him a snack, Peter sent her a smile as she walked towards the store to grab a bite for her and Peter. Asshe left, Peter heard her scroll vibrate in the cup holder, reaching over he picked it up and opened it to see his Aunt had gotten a text message.

 _.:Glad Peter is ok. Guess tonight is cancelled huh?:._

Peter's eyes widened in confusion, Aunt May told him she was working late tonight. He looked up as Aunt May exited the store with a bag, she gave him a smile as he covertly put her scroll back into it's place. _I guess I'm not the only one who has secrets….._

* * *

 **AN: And so we finish Clayton's story.**

 **Until next time everyone!**


	6. Chapter 6 (Grim Situation)

**Grimm Situation**

 **Dr4g0nb411z: Glad you love the story! Peter will meet the girls eventually, but I wanted this one to focus on Peter's life and pilot stages of him being Spider-Man.**

 **Nug: Peter and Clayton are a lot alike, they were both given great power, however Clayton didn't have the guidance that Uncle Ben gave Peter to use it responsibly. It's why I really like the Clash character, it's like a what if of peter. And the other character in RWBY will see some of his fights.**

 **Guest: While I am aware about the multiple Pairings that people have made for Peter in review, I want to get something out there. While I do apricate the advice, I do encourage you all to take your creativity and make it your own! If who I choose Peter to be with is not who you had in mind, then I encourage you to make your own fanfic about Peter and them! I've honestly bounced around so much that it's not even funny how many different scenarios I come up with.**

 **It doesn't need to be a full-blown epic story or anything, it could be a one shot or something, there's a story under the RWBY/Spider-Man tag that's just that and I love reading the different parings! So be creative, make your story if you want to.**

 **Guest: I kind of do my stories how I wish, my priority is constantly changing to be honest. I'm fickle,**

 **Atom King: Velvet is who you're thinking of, and there was a delightful story called Symbiosis by Wraith002 that had Velvet as the main romance, however the story was taken down unfortunately but it's happened before, and it went back up, so keep an eye out for it. And while I do like you're thinking, Emerald never visited Vale before becoming a part of Cinder's group.**

 **JTD3: Yeah, most people thought it was the shocker, and I'll be honest I planned for it to be shocker instead of Clash, but that seemed like too big a change. Clash's character fit more.**

 **Spiderfan626: Yes, Peter will have a love interest, you'll have to wait to see.**

 **Mario986: Peter has had lady problems before (problems as in there was more than one) so something like that is in the realm of possibility. However, one, we haven't seen examples of multiple partner marriage or any relationships like that in RWBY (which I'm ok with, love who you want to love) and two…. well I won't lie and say while a situation like that isn't some people's greatest desire, don't count on it happening.**

* * *

It had been a few days since the school had been closed for repairs, most of the student body celebrated the unexpected vacation, even if it only lasted a week or so. For all schools in the Kingdom of Vale, Beacon included, the school year lasted from early spring until late fall, with the semesters taking place in each season of the year. Summer was right around the corner in two months. So, Peter decided to do something proactive with his free time off from school.

"Ok, if I'm right about this, I'll be really fast and be able to get everywhere faster. And if I'm wrong…. I'm street pizza." Peter said out loud as he looked over the ledge of the building, far down below, about fifty stories, was the street. He had decided to test a theory out with his web swinging, he was able to get from point a to b without any trouble as he did it now, however he knew from physics that if he swung from a longer webline he would swing longer, thus increasing his speed at which he swung before letting go of his webbing.

"Alright…" Peter audibly gulped as he adjusted his mask, "Tally Ho." He said, his voice cracking slightly before taking a step back from the ledge. He stepped forward and dove off the side. The teen screamed as he fell, "AHHHHHHHHHHHHHHH!" gravity had taken it's hold and he was starting to approach the ground a hundred feet at a time, reaching his arm out he shot a webline to the side of the building, he was yanked over towards the side by his momentum and swung back up. "YEEEEEEHAAAAAAAA!" Spider-Man whooped out as he released his hold on the webline, sending him flying down the street before spinning another web.

Swinging up to the roof of the building across from where he dove from, he retrieved his camera from where he had set it to capture his high-flying test. He had decided to save his money for a new Camera for now, he was surprisingly close to getting one too with what he had earned from his photos of his fight with Clash as well as what he's been saving. "At this rate I'll be taking quality photos for the Bugle in no time." Peter said with a satisfied tone.

Spider-Man shot a line down towards a rooftop, swinging him over and down the side before letting go and heading for a flagpole, grabbing the pole with one, he swung around the staff before slowing to a stop on the underside. "Ok that was awesome! Man, why didn't I do that sooner!?" he asked himself before dropping from the flagpole and down into a rooftop before taking his backpack off and setting it down onto the ground before unzipping it and taking out his clothes. However today he went for something more formal, a dress shirt, pants, and a blue clip on that his Uncle had gotten him.

Peter's mind drifted to his to do list for today, _Get pictures of me as Spidey? Check. Test out the new PSI in my webshooters and webswinging? Check. Next on the list, meet with the doctor that Mr. Slott told me about for that internship._ He thought as he changed out of his costume and into his everyday clothes, Aunt May had been all for him taking an internship even if it didn't pay. The internship itself wasn't anything special, just helping keep a lab tidy, grab a beaker, turn off the power when the doctor says, things like that. But the experience was what Peter was most excited about.

As he thought of his Aunt May he frowned, he hadn't asked her about that text he read, for one thing he felt guilty for reading her private messages, May always respected his privacy and he did the same with her's, but he couldn't just ignore that text. The worst possibility to come to his mind was that May had found someone already so soon after his uncle's passing, _I mean…. I want Aunt May to be happy, god she and uncle Ben have given me so much but….no she loved Ben Parker with all her heart…. but it's not like I want her to be alone forever._ Peter thought sadly as he finished changing into his normal clothes and dropped down into the side alley below the rooftop and walking out onto the street.

Walking down the street he saw the research building, it was larger than his school in both size and scope, having a fenced off area out back with the main building being ten twenty stories tall. Walking to the front doors, they slid apart as he approached, walking up to the receptionist with the company name on the front of the desk, Alchemax. Walking up to the desk, Peter nearly jumped as a hologram of a young attractive woman appeared before him, _'Greetings, how may I help you today?'_ the hologram asked.

Peter quickly collected himself, "I'm Peter Parker, I'm here to speak to someone about an internship." He explained to the computer simulated woman. The hologram nodded before searching the appointments for today and giving the teen a friendly smile.

 _'_ _Ah yes! Mister Parker. Your appointment to register for internship is here, please wait a moment while a representative comes to escort.'_ The Hologram said, making Peter nod as he walked over to a sitting area to wait. Peter had done research on Alchemax before accepting the internship, the company was a private scientific researcher that looked into all areas of science, in fact Peter had read several papers from a few of their staff. The company wasn't as big as the SDC or defunct Merlot Industries, however while not as big as those companies, they did look into more areas of research than either their competitors.

"Mr. Parker?" Peter looked up to see an employee, he was dressed in a business suit but had a bored and lackluster expression on his face, the teen nodded. The man sighed tiredly, "Please fallow me and I will introduce you to the scientist you will be interning under." He said in a lackluster tone as he led Peter through the facility, the man droned on through the tour, giving a history of the company and its founding that was making Peter's eyes heavy.

 _Ok I thought this guy was just being a bored tool, but I would be bored as he is if I had to say this every time I gave a tour._ Peter thought as he tried to block out the representative's droning on about Alchemax. The man leads Peter to a door with a pair of security guards guarding it, as soon as he walked through the doorway Peter's Sixth Sense rang in his skull to his left, he turned his head to see a large may of teeth chomp down.

He scurried back into a cabinet, a good five feet away from the glass that was preventing the sets of teeth to chomp down on him. Behind the glass was a large, bear like animal with black fur and bone platting on its face, caws, sides, and back. Peter gulped, it was a Grimm.

Grim were creatures of darkness, they fed off negative emotions like fear, sadness, depression, and other feelings like that. There was a very small number of Grim on the island of Patch, however it was nothing at all serious since a local huntsman or two could take care of. The glass held up as the Grimm scratched against the glass before losing interest and walking back into its pen, the glass enclosure was about twenty feet long and wide, the beast laid down as Peter's heart rate returned to normal. "Fascinating, isn't it?" Peter looked over to the voice to see a heavy-set man, he was about three inches taller than Peter, and like how Peter used, to he wore a pair of square glasses.

Peter straightened himself up as best he could, "Y-yes sir…I-I'm Peter Parker. I'm the intern from Midtown Magnet." He introduced, holding out his hand to the scientist. The man shook it.

"Doctor Octavius, please to meet you mister Parker. Your teacher speaks highly of you, however you'll forgive me if I'm somewhat skeptic." He explained as he held his arms behind his back and walking away from the cage into a work area, there was high end scientific equipment placed throughout the lab. "I have a test prepared for all possible interns, simply to gauge how much they know." He said as he led Peter into his office in the corner of the room, lining the wall was various degrees and photographs, showcasing Otto receiving various awards.

Peter sat in the chair in front of the desk, trying to keep himself composed as he possibly could while he panicked on the inside, _A test!? You're Kidding me! Ok calm down, he's a scientist, I'm a scientist. Just be a nerd and I'll be fine._ He thought to himself as Doctor Octavius sat in his seat.

"First question. You come across an unknown substance that seems to react to outside stimuli. How do you contain it?" he asked.

Peter gave him a curious look, "Um…. I don't think I could answer that unless I knew what sort of stimuli it reacted to." He said, making the doctor let out a satisfied hum.

"A very good point Mister Parker. Next question, a chemical compound we developed to eat through metallic compounds, however it's spreading at an uncontrolled rate, how do we stop it?" he asked, Peter had to think for this one, if it was able to eat through metal, then he would need to stop it with something that didn't contain any metal whatsoever.

"You would need something like hydrogen, it doesn't have any metal in it so it wouldn't be destroyed by the substance." He answered, Doctor Octavius folded his hands together in contemplation, nodding at him to go on with his answer. "We would need to freeze the hydrogen from a gaseous form in order to stop it's spread." He added, thinking of how he would contain a physical substance with a gas.

The scientist nodded, "Very good mister Parker. Final question, a subject has been showing strange signs of mutation that was not predicted as part of the experiment it has partook in. What do you do?" he asked, Peter on the other side of the table was inwardly starting to panic, the Doctor wasn't giving him any ques as to how he was doing with his test, he believed he was answering the questions correctly, but he wasn't a hundred percent sure if he was because of the lack of feedback.

"Call the lead scientist and quarantine the subject so it doesn't affect any other subjects in any other experiments." He answered.

The doctor hummed in contemplation, "I must say Mister Parker I'm pleased with the answers you've given me." He said, the positive tone in his voice brought Peter to the edge of his seat, "However," there it was, the other shoe that was going to be dropped, "I need to inform you that this internship does not include a salary. You will be paid in experience, is that clear?"

Peter nodded immediately nodded in response, "Of course sir." He said automatically, "I'm here to learn." He said in understanding.

The scientist finally smiled, "Glad to hear Mister Parker, I know that monetary gains are a good inspiration for most scientists today, however seeing someone motivated to simply discover such as I do….it's a welcome change." He said, reaching his hand out across the desk to Peter, which he shook with a smile spread across his face.

"If I could ask something sir…..what's with the Grim?" he asked, the question being on his mind since he had entered the room. Otto stood up from behind his desk and led Peter out of his office towards the glass case housing the creature of darkness. Peter felt a small sense of unease pass over him, but his Spider Sense wasn't warning him of any danger, so he decided to relax for the time being.

"I've currently developing a way to safely interact with Grim in captivity, there's is little we know about these creatures. How they detect emotions for instance, if we could find a way to completely suppress their detection it would be possible to develop a sort of counter measure to Grim across the world. However first, I need to find a way to safely interact with them in an enclosed environment." He explained, Peter's eyes widened in excitement at the idea, he hadn't considered the Grim Studies branch of science.

It was an integral part of Remnant's history in understanding the grim, long ago people didn't realize that Grim were attracted to negative emotions, when that was discovered, scientists around the world began to look at Grim from a scientific perspective. Of course that was much easier said than done, capturing a live Grim was difficult to do since they couldn't lose consciousness.

So test subjects where in limited supply to say the least.

"But we'll discuss this more when your internship really begins. Until then Mister Parker, I suggest you ready yourself. I read your available hours, I'll be able to work with them, so you start next week." Otto explained as he led the teen to the exit. He held his hand out to Peter once again, the teen shook it gratefully before walking out the door to the Alchemax rep waiting outside, there was also another man. The man was middle aged, standing a few feet taller than Peter, his hair was a brown grilled look that made him stand out, "Ah….Mister Osborn." Otto greeted in a sudden formal tone.

Peter was led away from the representative as Octavius led the fellow scientist into his lab. When they were out of earshot the rep spoke, "So what did you think of Doctor Octopus kid?" he asked in a bemused tone. Peter raised an eye at the man's tone, he noticed the look and rolled his eyes, "It's what we all call him, you'll see why once you see what he's working on." He said as he led Peter out of the facility.

Meanwhile in the lab, Otto watched as Norman walked in front of the case containing the grim. "I'll be frank Otto, many of us have been talking and we don't like the idea of keeping Grimm on company ground." Octavius narrowed his eyes at the fellow scientist, he had reassured his colleagues many times that his containment was in fact very safe, it was the same types of containment units used at Huntsmen Academies across the world to contain Grim for their classes.

"As I've said before the subject isn't a danger-"

"It's a Grim Otto. They are always a danger. Which is why we're moving them to a offsite facility." He said, making the scientist's eyes widen. Norman was the head of science for Alchemax and he reported directly to the CEO Tyler Stone, so Norman was technically Otto's boss. Not matter how much Octavius disliked the idea of someone having control over his funding, his direction, his experiments.

Otto's hands shook with anger "You have no right!" he protested, making the other scientist turn his head around to look at him. Norman failed to notice the grim stir behind the glass from the anger that he gave off, Otto's expression however turned scared. "I-I-I mean I must protest this sir, the experiment is near its pivotal stage, in fact the harness I developed is finished." He explained as he walked over to the cabinet where the intern had bumped into. Opening the dual doors he revealed the harness he had been developing for himself.

The harness was black in color, the harness was designed to clamp around his waist and lock on the side, in the front center was a circular shape where he stored the battery in. Inside the back portion of the harness was a vertical sensor array, it was the same kind of technology used for synthetic limbs. And the most distinguishing feature where four limbs made of the same dark metal with joints that went up the arms were numerous , allowing the arms to be flexible, the joints themselves were dark but when powered on lit up, the ends of the arms were ball shaped with three pinchers extruding out from the ball shape.

The pincers were to a point, allowing for precision. They also had a light in the center of the 'palm' that lit up when powered on, the arms themselves were six feet long compressed and could go as far as twenty four feet out from the user. "This harness will allow me to experiment on Grim from a safe distance. I even developed sensors to allow me to feel what they touch." Otto said with pride as Norman walked up to inspect the device, he immediately noticed Norman's unimpressed look.

"Otto. You want to continue your work? Fine, but it will not be here." Norman said as he loomed over Otto, making the other scientist shrink in fear. He could only nod in agreement, "Glad we have a understanding Doctor Octopus." He said, causing the other scientist to wince at the hurtful nickname.

As Norman left the lab, Otto turned to the tentacles, he grit his teeth as the image came to mind of him using them to throw Osborn around the room. However he shook those thoughts aside, _I should return to work._ He thought as he closed the cabinet doors shut and locking it.

Meanwhile, Peter exited the building and walked around the roundabout to the building entrance with a large smile on his face. _I'm going to take a moment to let this sink in….HELL YES!_ He inwardly cheered as he reached into his pocket to call his Aunt May and tell her the good news like he promised he would. As he typed on her contact icon, he felt his sixth sense buzz in the back of his skull as he felt someone quickly approach from in front . A sudden bump caused the scroll to bounce between his hands as he tried to reach out and grab it without crushing it with his strength.

"No! No! No! Come on! Don't-" he started before his hand accidently swiped at the base of the scroll and knocked it out of reach and onto the ground, causing the screen to crack, "-do exactly that." He muttered to himself as he kneeled down to retrieve the device from the ground.

"Oh man! I'm so sorry." The other teen said as he stopped to help, Peter looked up and saw the sorrowful look on the other boy's face. He wore a green plaid shirt that was open with a plain black tee shirt underneath, he wore a pair of brown pants and black sneakers as well. The boy was about Peter's age, his skin pale and his eyes hazel colored just like his hair that was neatly combed back with the bangs slightly parted as they rose back into his hair. The teen winced when he saw the state of the phone, "I am so sorry man I was in a hurry and I didn't see where I was going." He said apologetically as he and Peter both stood.

The vigilante tapped the cracked screen and saw it still worked, making him let out a breath of relief, "It still works. Besides accidents happen." He said with a shrug as he pocketed the device as the other boy's guilty expression disappeared. "What were you in a hurry for? If you don't mind me asking?" Peter questioned.

The other teen rubbed the back of his head with an embarrassed look, "My dad works here, I'm supposed to meet him in like ten minutes or something. Seriously I am sorry about the scroll." He apologized again, "I'm sorry, I didn't get your name."

"Peter Parker. I might have just gotten an internship here." He said proudly as he thumbed back towards the building, the other boy however winced at the mention of internship. "What?"

"Dude. The interns are unpaid."

"Yeah? So?" Peter asked with a shrug, making the other teen simply stare at him. "What!?" he asked again

"Oh my god you're a nerd aren't you? Only nerds are excited about non paid internships." The other teen said, making Peter chuckle as he rolled his eyes, "But it's pretty cool here. Oh I'm Harry, Harry Osborn." He introduced. "So where you interning from?"

"Midtown Magnet. My Science professor is friends with Doctor Octavius." He explained, making Harry's eyes widen in surprise.

"Oh cool! I'm actually starting attending there this summer!" he exclaimed happily, "I've been homeschooled for years, my dad is finally letting me attend normal school." Peter thought back to Clayton's rampage a short while ago, along with his attendance. He wouldn't exactly say the school was normal…..well it wasn't now but a few months ago it was. "Guess I'll see you around soon Peter."

The other teen gave him an unsure look, "Trust me, if you come to my school? You're better off staying away, like you said I'm a nerd. Total nerd, used to wear glasses and everything." He explained jokingly.

May had asked what happened to his glasses, once he explained that his eyesight had improved and didn't require them anymore, his aunt took his word for it. Harry didn't look dissuaded however, "Well you're the only guy I know there so you might be stuck with me." He said before walking past Peter and towards the front entrance, waving goodbye to the teen. "See ya around Pete!" he called back, making Peter smile as he waved back.

* * *

"Crap. Crap. Crap. Crap." Jonah said on repeat as he browsed through the photos that Peter had captured before his interview with Alchmax of him swinging around the Kingdom. Jonah usually bought a few of is photos for a few days' worth of newspapers as well doe the website. However Jameson more often than not bought his pictures because Peter was the only one who could get pictures of Spider-Man, "Where's the action?! He's just swinging around!" the publisher asked as he tossed the photos onto his desk in a pile.

Peter gave him a skeptical look, "He's swinging from webs over fifty feet up in the air, how isn't that action?" he asked, feeling that Jonah was looking past the sheer danger that he had went through.

"Then show it! These are all showing him swinging past a few buildings! It's called background kid, puts things in perspective." Jonah explained as he looked over the photos again. "I'll give you one fifty."

"That's less then what you gave me for the last ones! Two fifty." Peter bargained. Jonah gave him an unconvincing look. Peter's hands reached out from his sides, "Alright two hundred."

"I'll give you one seventy five. You want more, get me some of him in action like when he helped attack that high school." He said, making Peter frown, he had tried to explain to Jonah that Spider-Man helped talk down Clayton from hurting anyone, thankfully the reporter who broke the story, Fredrick Foswell, asked Detective Lemont about what happened and he stated that Spider-Man was responsible for no one getting seriously injured. Jonah tore Peter a check and handed it to him, "Get out, get better photos." He said as Peter walked out the door to his office and to Betty's desk right outside, closing the door behind him.

Betty smiled at him , "Well at least he didn't yell this time, trust me that's a rare blessing around here." She said jokingly as Peter handed her his check, she signed for it and handed it back to him. "So why are you all dressed up?" she asked, gesturing to Peter's formal wear, the teen hadn't gone home to change into his regular clothing so he arrived with what he wore to his interview.

"I got the internship at Alchemax today, I start working there after school next week." He explained proudly. The assistant smiled at the news, Peter had told her about the possible internship and she gave him some pointers for his interview. The two of them had become good friends since he started his freelancing, he had learned that Betty was originally been aiming to become a reporter for the Bugle but found that she had a talent for coordinating and became Jonah and Robbie's assistant.

Robert, or Robbie as he preferred to be called, was a very kind man to Peter. Personally Peter preferred working with Robbie than Jonah, but could do with the fact that Jonah's default temperament is impatient.

Before Betty could ask more about it, Robbie speed walked across the room from his office towards Jonah's, "Jonah! We got breaking news!" he said as he opened the door to the office, Jonah looked up from his computer, "There was an accident with an Alchemax truck transport on seventeenth and King."

"What were they carrying? Chemicals? Weapons? What?" Jonah asked.

"A grim." He said, Jonah froze for a second before standing up and rushing to the door of his office.

"Urich! Get your ass to Seventh and King ten seconds ago! Foswell, Alchemax! And Parker-" he started before noticing that the teen had disappeared, "Where the hell did the kid go?!" he asked his secretary, Betty simply shrugged, making a vein pop in the publisher's forehead out of sheer frustration. "PARKER!"

As Jonah yelled out for the teen, Peter had finished changing into his costume in the stairwell leading to the roof of the Bugle. Stuffing his clothes into his backpack, he burst out the door onto the roof and shot a webline out as he leapt off the ledge and swung towards where the Grim was last seen. "Of course, the minute I get the internship I want, the company I want to work for lets a Grim loose in the middle of Vale. Grreeeeaat." He said sarcastically as he shot a webline to the corner of a building, swinging around it before spraying another line and releasing the other to swing down towards the street at high speeds.

 _Ok webhead, how do I take down a Grim? I mean I can't just web it up can I? No it could chew it's way out or something…..I mean Huntsmen would just kill it…..I mean it is a Grim….would it be wrong if I kill it? Wait how would I even kill it!? Well I mean super strength but what if-_ Spider-Man's train of thought was interrupted as a scream was heard from around the corner ahead of him. Shooting a line to the wall to his left, he swung around the corner of the building, landing on top of a vertical sign, he saw the grim making its way down the sidewalk. Peter instantly recognized it as the one from Otto's lab, "Perfect." The ten muttered as the monster chased a heard of people. "Moral quandary later, save people now." He said to himself as he placed his camera and swung after the Grim.

Just as the creature was about to pounce onto a woman, Spider-Man landed on it's head, smashing it's head into the concrete sidewalk before flipping off in front of the beast, "Excuse me, whosever pet this is? You know there's a leash law for this thing right?" he asked as the Grim stood back on it's hind leg and roared at him, it stepped forward and slashed it's claw at the vigilante.

Spider-Man reacted quickly, spraying a web that stopped both it's arms in place, leaving it open for Spider-Man to drive his fist into it's exposed underbelly, the strike sent the creature sprawling onto it's back. The hero leapt into the air and connected webs to the Grim, trapping it against the ground as he grasped the side of a building, _Ok this thing is a grim, it's not alive….plus I have been curious exactly how hard I can hit so…..sorry brother bear._ Peter thought before lunging at the Ursa and striking his fist clean through it's head and into the concrete, "Woah! Ok that was kind of extreme!" he exclaimed as he withdrew his fist from the ground as the Grim dissipated into nothing.

Peter simply stared down at the spot for a moment before rubbing his head, "Ok….so that wasn't as hard as I thought it was…..wow." he muttered to himself before jumping up to the side of the building and crawling to the sign where he placed his camera, putting it away in his backpack, he shot a webline and swung off. "Not going to lie I thought that would be harder…well if my job taking photos doesn't pan out I can always think about a job as a huntsmen." He mused as he leapt over a billboard before spinning a webline to carry him further up into the air and landing on a radio antenna on top of a building, sitting down on one of the horizontal supports leading up the antenna he dug into his bag and pulled his camera out to look through his photos.

Peter let out a satisfied hum at the pictures, _Jonah wants action shots, well then he gets action shots._ Peter thought as he looked through what he had captured. One showcasing him webbing up the Ursa seemed most heroic to him, the teen frowned when he saw one of the pictures was all blurry. He still needed money to buy a camera, however he also had finished designs for a new suit that he had spent the past few days working on. He had enough money for it, however he knew it would also take longer for him to purchase a camera that way.

"Camera first, ridiculous costume later." He said to himself before putting the camera back in his bag.

* * *

Otto frowned as he made his way through the 'facility' that Norman had promised him, it was nothing more than warehouse! A warehouse that had equipment cluttered about the entire room with total disregard for any organization whatsoever. However Norman was right, it was spacious, in the center of the room was a replica of the containment room that Otto had for the Grim, this one however was larger and included a purge protocol if the creature would somehow get out of control by using electrical currents to electrocute the creature to death, it would also give a high voltage shock if it was struck by the creature in an attempt to damage it.

However, Otto still needed to set up the purge protocol. The setup was very basic, four pylons were placed in the corners of the cube prison, however Octavius in no way possessed the physical strength to set up the pylons.

That was until he fastened the harness on and used the arms to set up each of the pylons, he was halfway done, the four arms perfectly placing the machines in their corners and fastening them into place. "Must hurry, the specimen will be here soon." He said to himself as he used two arms to set up one of the pylons and the other two to set up the last remaining one. As the mechanical arms worked, his scroll chimed in his pocket, reaching in he pulled it out and held it up to his ear. "This is Doctor Octavius."

 _'_ _Otto it's Norman.'_ Otto frowned, he did not want to hear any more news from Osborne of all people, _'There was an accident with the truck carrying the Grim, it was hit by a semi and the creature was released. The news is already getting out-'_

"This is your fault!" Otto interrupted, his patience finally snapping,

 _'_ _What was that?'_ he heard Norman asked in a displeased tone, Otto's arms retracted from the pylons and hovered over his shoulders and around his sides.

"You heard me! If you hadn't decided to move it then it wouldn't have broken containment!" Otto protested as his arms begun to shake with anger. He was done with Norman bossing him around, taking control from him, and interfering with his experiments, and this accident fell squarely on his shoulders. Otto felt that there was no better time to speak his mind.

 _'_ _What do you mean Otto? Transferring the Grim was your idea.'_ Norman replied in a mocking tone, making the scientist freeze. _'If you thought for a moment that something as insignificant as this would discredit someone like me, then you are just a half-baked scientist.'_ Osborn added, causing the talons of Otto's arms clench shut. _'Alchemax will be issuing a formal statement this evening. Want some advice? Get a lawyer or get out of the kingdom, like a good little Doctor Octopus.'_ The head of science stated coldly before hanging up.

Otto gritted his teeth in sheer rage as he dropped his scroll, "No….no….No….NOOOOO!" he yelled as his arms lashed out, one of them slamming into the side of the pylon. The machine's defense mechanism engaged at the collision and sent a powerful electric shock through the arm and into Otto, "AHHHGHHGHHHHHH!" he yelled as the electricity flowed through him.

His metal limbs whirled around the enclosure, slamming into the glass with enough force to crack the prison walls, the harness around his waist burned against his skin, fusing the metal into him before he passed out from the pain.

* * *

"-AND SO HELP ME IF YOU EVER RUN OFF BEFORE I TELL YOU TO THEN YOU CAN KISS YOUR PAYCHECK GOODBYE! YOU HEAR ME PARKER!?" Jonah yelled at the teen, Peter had returned from defeating the Grim with photos of the incident, however as soon as he walked into the office and handed his Photos to Robbie, Jonah went into a rant.

 _I think everyone on the continent heard you._ Peter thought as he nodded. "Now about my pay." The photographer began with a grin.

Robbie let out a hum of contemplation, "For the evening edition I'd say…..five hundred for the batch." He said, Peter smiled widely as Jonah's jaw dropped. The editor raised a finger over his head to make a point before Robbie spoke, "We have the only the photos, no one else was on scene." He argued before Jonah could state his case. The teen heard Jonah mumble something about his bank account as he wrote Peter another check, Peter gladly reached out and tried to pluck it from the publisher's hand but found he had a iron grip on it. "Jonah." The publisher let go of the check and let Peter have it.

Peter exited the office as Jonah and Robbie discussed which picture to use, closing the door behind him, he smiled at Betty as he handed her his check to her. "Nice going Pete." She congratulated as she signed the check and handed it back to him. Peter looked at the check with a smile, "So what you going to do with the cash?" she asked.

Peter thought to himself, _I got enough for the camera…but on the other hand…_ "You know Betty, I think I might buy myself something nice to wear."

* * *

Peter walked through the door to his house with a spring in his step, "Peter is that you?" May called from upstairs, Peter leapt up the stairs in a single jump. Rounding the corner he saw May exit her bedroom, Peter approached her and wrapped her up in a hug and spun her around in his grasp, "Oh my goodness! I'll take it you got the internship." May said proudly as he set her down.

At that moment the teen realized he completely forgot to call May about him getting the internship, "I'm so sorry for not telling you sooner, I tried to call but my scroll got knocked out of my hand…..no that's not an excuse….I'm sorry Aunt May." He apologized.

His aunt gave him a small smile, "Peter…I know you saw my phone last week." She responded after hearing the guilt in his vice, Peter's eyes widened, "What? I know how to tell when I get a message and I don't read it." She said, placing her hands in her hips as Peter scratched the back of his neck with embarrassment. May sighed, "Look Peter….since Ben passed away, I've been going to a group session once a week. Everyone there has lost someone and….it's really helped me." She admitted.

Peter wanted to kick himself for thinking anything along the lines he had been, reaching his hand out he placed it on his Aunt's shoulder, "May I'm sorry…..and I'm glad that you found something that's helping." He said sincerely as his aunt placed her hand over his on her shoulder.

"It does Peter….though to be honest it's just us talking about anything and everything….as a matter of fact, I've made this one friend and they have a daughter about your age." She began excitedly before a idea came to her mind, "You should meet her Peter! I saw her last meeting and I can tell you two would get along well."

Peter had to force himself to smile, "Really?" he asked, however he stopped himself from the forceful grinning. He didn't even know this girl, and his Aunt was more often than not a good judge of character. "Um…what's she like?" he asked.

"Oh she has a wonderful personality!"

 _Noooooooooooooooope!_ Peter thought, popping the 'p' in his mind. "Um…..well….."

May clasped her hands together, "Oh I know! Amusement Beach is opening next weekend, I can introduce you two and we all head there together. What do you think?" she asked.

 _Like I would rather fight the Vulture in the air without a parachute._ Peter thought. However the look of happiness on May's face made him smile, it seemed like the first time in a while that he had seen that look, "Sounds great….I wasn't planning to do much anyway." He admitted before heading down the stairs, "I'll be in the basement, I'm going to fiddle around with my camera for a bit." He said to his Aunt.

As soon as he entered the basement, Peter let out a breath he had been holding, "Well, can't help but feel I brought THAT on myself. Man what was I thinking? Aunt May and another guy?" he asked, bumping his palm against his forehead as he took a seat at his computer. Opening the browser, he brought up a online page he had saved, his online cart full of red and blue spandex fabric, plastic see through material, and black lining.

Time to get a new suit.

* * *

 **AN: And with that we come to an end for this chapter!**

 **Volume 5 of RWBY premiered last week and for once, there wasn't a big fight in the opening episode…..huh, weird.**

 **And for those unaware the second episode is up for non-first members on the Roosterteeth website. And that one….well watch it and pas your own judgement.**

 **Now, this story was meant to be a sort of prelude (i.e. volume 0) so the next chapter might actually be the last one for THIS story. However I am currently writing out Volume 1 and I have a myriad of ideas for that story.**

 **Now I also want to point out the school system, since the semester for Beacon ends in the fall (we know this because Glynda stated the tournament takes place at the end of the year), and there are two terms for a year (Volumes 1 &2) so I think the school system in RWBY is based off of Japanese schooling.**

 **Now currently in the show the system is all out of whack after the fall of Beacon but considering that Ruby joined in what looks like the spring/Summer, this seems like the only plausible explanation. So I figured the regular school system is based after that as well.**

 **So until next chapter guys!**


	7. Chapter 7 ( Superiority)

**Superiority**

 **Eliot: I chose Alchemax instead of Oscorp for a few reasons, but mainly because I thought it would be a neat switch. But unfortunately no, Miguel O'hera is not here.**

 **Spoody: Good questions, to be honest I initially planned for this story to take place a few months before the show but honestly I'm not sure, it's ambiguous enough to be up to year or so before the events of the show or a few months before. This will be cleared up soon though I promise.**

 **Spiderfan616: Honestly Ruby and Peter are the same person in many respects, they're nerds, they're both techno nuts, they both are awkward, they both want to do good for the sake of doing good. But lets all be honest, the only thing she's shown any remote interest in is her scythe…..and maybe Weiss….we'll have to wait for confirmation but until I see evidence to the contrary, Ruby is an ACE.**

 **Theallaroundnerd: Glad you're enjoying the story so far!**

* * *

The migraine that Otto felt when he regained consciousness made his worst headaches feel like nothing. He ran his head over his face and scalp, the top of his head was wrapped in bandages, as he felt around his head he was barely aware of the nurse in the room hurriedly walk over to the phone on the wall beside the door and call out. _What….what happened to me?_ Otto thought to himself, he tried to open his eyes but the white room reflected the lights back into his eyes like a neon flashlight was right in front of his face.

He heard the door open and footsteps approach him, "Doctor Octavious, I think these might help your sight." The doctor said as he reached his hand out, a pair of special glasses in his hand. The glasses, unlike Otto's old pair, were smaller in size and ovular in shape. Reaching out towards the voice, Otto felt the glasses in his hand, reaching up to his face he placed the glasses on his face, they were darker than his orginal glasses but they seemed to balance out his vision so that he could see without much pain to his eyes. "Otto, can you tell us what you remember?" the doctor asked.

Octavius tried to recall the last events before he woke up, his mind was still fuzzy from whatever it was that caused this however and could only remember so much. But what he DID remember was Osborne trying to pin what happened with the Grim transport on him when it was actually Norman's fault. As his anger rose, he felt something move, something familiar yet strange to him. "Doctor Octavius you need to calm yourself, there was an accident and…"

"Accident? What accide-" he began before his migraine flared and reached up with his hand, he felt cool metal hold his scalp. He recoiled at the cold touch and looked up to see one of the arms from his harness, "What-" began, fallowing the arm down to his side, he was still in the harness, the doctor's warning fell on deaf ears as he tried to remove the metal around his waist, only to find feel that the part of his spine where the arms were connected ti was fused together. "WHAT'S HAPPENED TO ME!?" he demanded, one of the tentacles grabbing the doctor by the throat.

The nurse let out a scream, another one of the arms lashed out, knocking her into the wall as the two other limbs planted into the floor and lifted him up from the bed and supported him while the talons holding the doctor's neck tightened, "The accident….fused the arms to you….we can't remove them safely…" the physician struggled out as he tried to breath.

Otto grit his teeth in rage before tossing the doctor aside, he looked out the window to his room and thrust his arms out through the glass before they pulled him out onto the side of the building. "OSBORNE!" the scientist wailed in anger as he scaled down the side of the hospital.

He had a score to settle.

* * *

It had been four days since Peter got his internship at Alchemax, and just as soon lost it after Doctor Octavius's accident. He had been informed the next day that due to the escaped Grim that had been let loose in the middle of Vale, Alchemax had decided to terminate their partnership with the scientist and by extension, Peter's internship. The teen had been disappointed to say the least.

Peter looked down at his breakfast with a disinterested look on his face, May had sensed he had taken the cancelled internship to heart and decided to try and cheer him up by making his favorite food, wheat cakes. "Peter I know your sad but come on! You love wheat cakes." His aunt urged as she pushed the late holding the circular blocks of food towards him. Peter managed to smile at her attempt to cheer him up, picking up one of the cakes with a fork he took a bite and let out a satisfied hum.

Wheat cakes were a family recipe that May herself made, they were especially pancakes with wheat engrained in the cakes themselves. Peter loved this food to a fault, it was sweet, they held together well but once they were in his mouth they fell apart deliciously. "Mmmmmhhhhh, wheat cakes." Peter said, enjoying his favorite food. The teen felt better for the first time since the internship cancellation, "Thanks Aunt May, I think I needed this." He said as he took another bite of his food.

May smiled triumphantly as she crossed her arms over her chest, "I knew you would. Besides, you still have this weekend to look forward to." She said, turning away in time as Peter stopped eating with a fork in his mouth as he frowned.

 _Right, I get to meet miss 'wonderful personality' this weekend. Eugh._ The teen thought with a shudder. It just sounded bad, those words, but as much as Peter wanted to he couldn't just blow it off. Or better yet come up with a last minute excuse, school was set to reopen next week and Jonah hadn't demanded any photos of Spider-Man so he couldn't play with those cards. His only hope was to power though and hope this girl was actually nice.

As he continued to eat, May grabbed her purse off the kitchen counter, "I'm heading to work. Have a good day sweetheart." She said, ruffling Pete's hair as she passed behind him and exited the house through the front door. Peter soon finished the food his Aunt had prepared for him and put the dish in the sink before heading down into the basement. The order he had placed for his new suit had come two days ago and he had been working on putting it together in all the spare time he could spare.

He had ordered enough materials so that he would have enough for a spare suit in case the first one was damaged. So far he had progressed fairly quickly, he thanked Aunt May a dozen times for sewing lessons for his regular clothes, so much so that the suit was nearly finished except for a few finishing touches.

Walking over to the desk, he kneeled down in front of the old chest beside it where he kept his chemistry set in that his Uncle got him two years ago. He set was still there, however there was also a false bottom in the trunk that he had made to hide his costume and webshooters at night. Pulling out the fake bottom to the chest, he reached in and pulled out the costume.

Like with his first suit, the colors were red and blue, however instead of regular cloth fabric this one was made out of spandex. Peter decided on this after he discovered that if there was too much fabric between his hands he couldn't stick to walls, so he needed something thin. It also helped with his acrobatics, his other costume wasn't as flexible so Peter had to be careful when moving so fast, otherwise he might rip something.

Fabrics aside, Peter took pride in how the costume visually came out as well. The Mask was red, with a spiderweb starting in the middle and spreading out overtop the red with two large eyes with black outlines and white lenses that were made from one way plastics, the red continued down his neck and shoulders where on the back it stopped just past the top of his back. The chest was red as well, with webbing covering all the color red on the suit, all the way down to his waist where it wrapped around him complexly in a encirclement.

The red with black webbing also went down the top of his arms to his cloves which started at his forearm. He also had made it so the webshooters went under his costume with small ports on his wrists, he also had the webbing on his palm close around the middle of his hand where the trigger was underneath the gloves. The underside of his arms as well as the sides and back of his suit where a light blue color with no webbing, the blue also went below the red belt of his costume and down his legs before stopping at his booties.

Like the gloves they were red with a black webbing pattern on it. What completed the suit was the black spider symbol on the front, the head was ovular in shape while the body started off the same but went down to a point along the webbing, each part of the sider had four legs pointing out, the body pointing down while the head's pointed up. He had also added a larger red spider on the back, this one was different, the back spider was a large circular body with four arms reaching out from either side with the joints pointing up before the rest of the leg reached down with their shapes ending in a point.

All that was left to do was the finishing touches, he had also ordered some nylon and had designed some 'web wings' that would go under his arms and a little but down his side, they wouldn't let him glide or anything, but he thought him having armpit webbing would be funny. "Oh man I am a total nerd." Peter thought as he tossed the suit onto the desk.

Peter turned his computer on and checked his email, seeing a new message in his inbox from Robbie. Opening the email he read the message, _'Peter, we just got news that Doctor Otto Octavius has awoken, but he attacked the doctor and nurse attending him. I just wanted to warn you to stay away from him if you see him.'_ The message read, making the teen frown at the news. When he had heard about Otto's accident, he thought it was stupid that he wanted to transport a Grim through the city but that didn't mean he wanted him to get hurt.

But he was also aware of Otto's situation, metal arms fused to his sides and connected directly to his brain. It made Otto dangerous, and that was what he thought before Peter heard that the accident also caused some brain damage, looking at his unfinished costume, he tossed it into the trunk, "One last bad guy in the old suit." Peter decided as he shut down his computer.

* * *

After catching the train to Vale, Spider-Man began to swing through the air looking for Doctor Octavius. However this was under the assumption that he would come across Otto while patrolling through the city, a guy like Otto wouldn't be too hard to spot after all. However the teen had overestimated himself since he didn't have a single clue where Otto could be in the Kingdom of Vale, "I don't suppose any of you have an idea of where I could find a guy with four metal arms coming out of his sides would you?" Peter asked a group of robbers as he landed behind them.

The group of five were attempting to break into a store on it's rooftop by lockpicking the access door, "It's the Spider guy! Get him!" one of them called out, causing his associates to charge at the student. Spider-Man leapt over their heads, stepping on to of them as they passed under him and springing towards another and grabbed him by his shoulders before flipping over him and throwing him into the man at the door.

"It's Spider-Man! Not Bug Boy, Spider Kid, Lad, MAN! Why is that so hard to remember?" he asked out loud as the final robber tried to sneak up behind the teen, only for him to throw his elbow back into his face and knock him out. He webbed the thugs up and dangled them off the side of the building right over the sidewalk from a webline before leaping off the building and swinging away.

Swinging high into the air between buildings the teen looked downward towards the street in search for Otto, "Seriously how does a guy in Doctor Octavius' situation hide?!" he asked himself as he jumped off a webline and shot another, swinging down towards the street before rocketing back up into the air and spraying another line. _Well how did I find Vulture? I guessed where he would be next, ok so if I was a semi crazy doctor, where would I go?_ he thought to himself as he flung off a line and perched on the underside of a flagpole to think.

 _The police must be staking out his home, and I doubt he would head there….what about Alchemax?_ He thought. Octavius was a well known scientist in his fields of study, he didn't have a family or any living relatives so it seemed that he was dedicated solely to his work. "Well I am in the neighborhood, wouldn't hurt to check." he said aloud before leaping off the pole and swinging away.

He hadn't visited Alchemax since he got a letter in the mail saying that his internship had been terminated, honestly he didn't understand why. He knew Otto for one day, not even a day actually he knew him for less than an hour, but he still got his butt terminated faster than a Spruce Willis flick.

Swinging overtop the roof of a building, Alchemax came into view….with a window on the fourth floor broken and the security for the company surrounding the streets. "Oh hey that's two for two. Cool!" Peter exclaimed as he swung towards the broken window and landed on the window of the floor just above the entrance. Peeking inside he saw one of Doctor Octavius's metal arms pinning the man he saw talk to Otto the last time he was here to the wall.

"It was your fault! You did this to me Osborne!" Otto proclaimed as one of his arms grabbed the desk of Norman's office and threw into the wall opposite of the window, knocking down a few photos off the wall. "It was your decision to move the Grim, and instead of being forthcoming, you turned me into a patsy!" the Doctor bellowed as he pulled Norman off the wall so they were face to face.

The chief scientist however showed no fear, merely a look of displeasure, "Otto, listen to me. Security will be here any minute now, you can ether put me down and live. Or you can get your brains on the wall when they come in. Your call." he responded simply, aiming to threaten Otto into submission. This proved to be a bad idea as two of the man's metal tentacles closed their digits around his skull and began to squeeze.

"Your pitiful threats may have worked on Otto Octavius, but not me! Not Doctor Octopus!" he proclaimed proudly as he released the sides of Norman's head and held him up high into the air with only one.

A sticky substance hit Norman's shoulder and yanked him out of the scientist's grasp, "Doctor Octopus? You sure your 100% with that name? There's other options." Spider-Man said as he pulled Norman over to him by the door, "You should probably run now." he said to the shocked chief scientist, he was taken out of his shock when he heard Otto's arms move and ran out the door.

Two of Otto's arms reached out to swipe at Spider-Man, "What business do you have here you interfering pest?!" he asked whilst Spider-Man leapt back onto the wall to dodge the arms. The hero leapt to the ceiling in front of Otto, he didn't want to fight Otto but he did just threaten his boss so the teen was still willing to.

"Well actually I don't have a job title per-say, but you were kind of crushing that guy's head and so I thought I'd be best if I jumped in before you did something you regret." he explained, his sixth sense buzzed in his skull as one of Otto's arms shot out at him, causing him to drop from the ceiling only for another one to swipe into him from the side and knock him across the room into the wall. _Ugh! Right, he has four of those things._ Peter thought as he rebound off the wall onto the ground.

He tried to lunge at Otto again, however this was met by one of the tentacles smashing into his face and another grabbing his arm and slamming him into the ceiling, then the floor, then the wall and dragging him across the room to the window where he held the teen with his arms and legs being held by one tentacle each. Spider-Man tried to pull himself free of the hold but he couldn't get any leverage. "Alright! you might got me, but you've exposed yourself! You have no more arms!" the vigilante declared boastingly, only for Otto to slap him across the face, "Hey!"

"Silence! Your nothing ore than a mere child!" The scientist proclaimed, "You actually believed that you could be victorious against me?" he demanded, Peter simply stared at him through his cracked goggles. "I've heard of your exploits, all you've done is stopped an elderly man in a suit and a troubled boy. It's nothing to find pride in, your just a boy jumping around the kingdom pretending to be something meaningful." Otto continued as he folding his human hands behind his back.

 _That's…that's not true….._

"Though talk coming from a guy who was about to-" he started.

"Dispose of a man who endangered the lives of innocents because of his own personl gains? A man who framed a employee to preserve his own name and legacy?" he asked with a 'humph' before continuing. "You act with the incompetence of a common brute and accomplished just as much. Your not worthy of any effort." he said as he turned his back and flung Peter out the window and across the street into the side of the building he leapt from before falling onto the roof of a squad car.

The teen rolled off the car and onto the paved road with a groan, "Freeze! Hands on your head!" he heard one of the cops say before he had both his hands pulled.

"No wait-!" he started before he felt some heavy duty cuffs lock around his hands and forearms. He was pulled back up onto his knees with the police and security officers for Alchemax surrounding him with a few of their weapons pointed at him.

"Your under arrest! Any resistance will force us to use our weapons! Lie down and-" one of the officers demanded before Spider-Man rolled back onto his feet and sprung up to the side of the building he fell from. His spider sense went off like a fire alarm as the police and security shot at him, jumping up and rolling across the building he managed to get to the roof and sprint away and leap over to another rooftop and hiding behind a large air unit.

Peter took a minute to catch his breath, "Ok….ok, first thing's first, I need to…..break these…..cuffs…OFF!" he grunted out as he used his enhanced strength to break himself out of the metal cuffs before leaning back angainst the AC unit and sliding down to the roof. "Oh crap…..holy crap what the hell was I thinking!?" he asked as he held the sides of his head. Otto just beat him without breaking a sweat! Not to mention he could have just died!

 _What am I doing? Seriously what am I doing!? I just nearly got myself killed…Otto's right….I mean what is this?_ he thought as he looked down at himself, a jackass wearing a homemade costume that went around beating people up.

What was he doing?

 _I'm fifteen years old, I'm in high school for crying out loud I shouldn't be doing this!_ He thought as he pulled the mask off his head and stood up, pulling his red shirt off he also took his gloves off. _Why the hell am I even doing this!? To help people? What have I even done? That white haired lady totally could have taken Vulture, and the detective who went to my school tried to talk Clayton down like I did…maybe this is a wake up call._

He walked over to the side of the building and dropped down onto the fire escape before jumping off into the alley between the two buildings. Looking down at the bundle of clothing in his arms he frowned, "Just a stupid idea." he muttered to himself before putting his mask and gloves in his pockets and turning the shirt inside out so the spider on the front wasn't visible, and rolling up the blue sleeves for good meaure. Placing is webshooters in his pockets as well he walked out to the street, his defeat weighing on him as he traveled home.

* * *

Peter arrived home late that afternoon, he had tossed his gear into the trunk in the basement and locked it shut, with no desire to open it again. He hand walked upstairs to his room to simply think, trying to figure out how he would still make money without Spider-Man was simple, he could still work at the Bugle just fine as a regular photographer and take photos like a regular person. He could also focus on his schoolwork more, maybe even get a second job and double his income.

As these ideas clouded his mind he almost didn't hear the door to his room open, "Peter?" she asked as she peeked inside the room to see her nephew on his bed with his hands resting behind his head. He had a contemplative look on his face, "You ok sweetie?" she asked, making the teen sit up and look over at her.

"Oh hey Aunt May. Yeah, I'm fine just….thinking." he said as he pulled his feet off the side of the bed so he was instead sitting n the side of it. May walked into his room and sat down beside him, she reached her arm out around him, making Peter smile, "I'm fine." he insisted.

"Peter. You know you can talk to me." she started, making the teen sigh. He couldn't talk to her, not about this.

"….I just…..I've been trying my best to do some good lately but…..I just now kind of realized it was all pointless. Well, more like there is a point but…I just think I should give up." he explained vaguely, trying his best to give her as little details as he possibly could. He couldn't just come out and tell Aunt May what he's been doing now that he wasn't doing it anymore, that somehow seemed worse than lying to her, it was admitting that he had been lying to her and that he thought it was alright to.

May however simply smiled at him, "Peter, there is no such thing as doing good for pointlessness." she said as she placed her hand on top oh his head and slightly ruffled his hair before continuing, "Peter you know what me and Ben always admired about you?" she asked.

Peter paused for a second before speaking, "My humor?"

"No dear." she replied, seeing the saddened look on his face she quickly corrected herself, "I mean you have a good sense of humor Peter! But that's not what I was talking about."

"My brains then?" he guessed.

His Aunt chuckled, "Well yes that too, but no." she answered, "Peter, you never give up. No matter what life puts in front of you, you always manage to overcome it by facing it head on and just getting through it. You don't understand something in school, you study it until you do. You tell me your going to find a job and you do….Peter you inspire me." she admitted, taking the teen aback.

 _I inspire HER? Aunt May….._

A smile broke across the young man's face, "Aunt May, thank you….I think you just made my entire month." he said, making the older woman laugh as she embraced him, which he happily returned. She was right, he never did give up and he wasn't about to now, _Was I seriously about to take life advice from a guy who tries to kill his own boss? Or who has brain damage for that matter?_ he thought to himself.

Aunt May smiled, "I'm glad to hear it peter. Now get dressed in something nice, our guest should be here in an hour or so." she reminded him, causing the teen's eyes to widen and then wince when he remembered that May described the girl as having a 'wonderful personally'.

As May closed the door behind her, Peter stood from his bed and walked to his closet, Aunt May had told him to dress up nice for the get together but he didn't see the need to. Unless this girl he was meeting was on of these who expect him to. "Couldn't have been Liz Allen, I got some mystery girl I got to meet." he muttered to himself as he searched for something to wear. As he browsed for something to wear an idea came to mind, quickly pulling out some nice brown pants and a blue pullover of his and putting the on he made his way to the window and opened it before hopping out ton the backyard.

Walking over to the basement hatch, he descended the steps before closing the doors behind him.

About an hour later, Peter exited the basement and into the kitchen while Aunt May's back was turned and slipped past her into the living room and crashing on the couch and began to wait, they were heading to Amusement Beach after the came here to meet. Amusement Beach was a pier that had rides, games, and other attractions similar to a fair or circus but in the Kingdom of Vale, it opened up during the Summer every year and was honestly fun to go to for everyone.

However Peter didn't really go the past few years since Flash and his entourage went there as well, in fact that hadn't even crossed his mind until this moment. _Oh god this going to be horrible._ he realized as the image od Flash, Liz, Kong, Sally, and Randy all laughing at him appeared in his mind. The knock at the door made him groan, "Perfect, typical Parker Luck." he said to himself as he stood from the couch, "I got it May." he called out as he walked to the door and reached for the handle.

He opened the door but when he saw who was on the other side, he was about to greet her but when he saw her there was nothing that came out of his open mouth for a minute, "I….um…..Hello?" he greeted, his voice nearly cracking before clearing his throat.

He expected the girl in front of him to look nice at least, but he did not expect her to be a complete bombshell!She had long, wild golden hair that went down to her waist, her pale skin made her lilac eyes pop out. She wore a yellow and black dress with the black going down her sides with a thin line going down her front and a line crossing just above her chest. The dress itself stopped just past her thighs and was sleeveless as well, she also had a white belt around her waist and a pair of what looked like golden bracelets around her wrists.

"Hey, you must be Peter. Nice to meet you!" the warmly greeted. Peter could only stare in disbelief, this couldn't be the girl, no way this could be the girl with a wonderful personality, this has to be a trick! The blonde noticed he didn't respond and smirked to herself in response, "Well looks like you hit the jackpot huh?" she asked casually, snapping Peter out of his trance.

"No! I mean yes, NO! I mean your super pretty but my aunt didn't….she said….um can we start over? Hi, I'm Peter." he rambled briefly before trying to make a better first impression on her. Judging by the laugh she made from his verbal blunder he was at least on the right track.

"I'm Yang. Yang Xiao Long." she introduced as she held out her hand for Peter to shake which he did with gusto.

"But you just got here." he joked, making her pause for a moment before a large grin broke out across her face.

"Oh I like you. You're going to fit in just fine." she said, appreciating the play on words and making Peter's cheek flush deep red at her compliment. He met this girl less than a minute ago and she likes him? And his sense of humor!? _Ok this might be the greatest day of my life._ he thought as he heard May walk up behind him, turning his head back he saw her smiling at the two of them.

"Yang it's good to see you, now let's get going. Tai and your sister must be waiting for us." she said as she walked past the two towards her car parked in the driveway with both teens fallowing close behind. May had set a few thing up in the passenger seat so Peter had to sit in the back with Yang. As they pulled out of the drive and took off down the road, Peter could only look over at Yang to make sure she was real.

 _Holy crap she's right next to me. There's a amazingly hot girl sitting right beside me! What do I do!?_ He thought in a panic, he always had trouble when talking to girls, but talking to Yang would be like talking to a supermodel! _Calm down, just ask her what she likes….how do I ask her that without sounding forced?_ he wondered to himself.

"So Peter, where do you go to school?" Yang asked, making the young man thankful that she was the one to ask and not him.

He rubbed the back of his neck nervously, "Um, I go to Midtown Magnet." he replied, Midtown attracted students through their different programs while also catering to regular classes. For example Peter went there for the science program but he still needed to take classes like History and Writing just like Flash did even though he went there for their sports program. "What about you?" he asked.

The blonde bombshell smiled, "I go to Signal Academy, in fact my sister just started her second year there too." she said with pride in her voice at mention of her sister.

"Signal? Wait so your learning to be a huntress?" Peter asked in awe, everyone always wanted to be a Huntsmen or Huntress when they were kids. Peter remembered that Flash bragged that he would get into Beacon when he was a teenager but once he started playing flag Grifball that dream went right out the window. Even Peter did but his hopes were quickly dashed when he realized he was just too weak to even try.

"Yup." she said, popping the 'p' for emphasis. "My dad is too, and my uncle. They're pretty awesome." she bragged boastfully, as she and Peter continued to talk, May looked back at them with the rearview mirror with a smile s they continued on their way.

* * *

Otto thought intensely as his metallic arms carried him, his attempt to rid Osborne from Alchemax was interrupted by the fool known as Spider-Man. However he saw this as a blessing in a way, in his haste for vengeance he was blinded to fact that his actions would not gain him justice. Instead it would only make him viewed as a killer, this made him realize that there was a better way to approach this. And ironically enough it was a tactic that Osborne was all too familiar with, intimidation.

However this also meant that Otto needed a form of leverage that held meaning to Norman, however most of what the scientist held dear where not tangible. His job, his title, his wealth, however there was one thing that he could use, his son.

Norman was cold to his son, that was apparent, however he knew for a fact that Osborne was this way for a reason. He deeply cared for his own flesh and blood if only for his own legacy, and thankfully he knew well right where Harrold would be, he was present when he informed his father after all.

* * *

May had dropped the pair off at the pier and informed them that she was going to go find Tai before driving off, this left Peter alone with Yang.

He and Yang had made their way to the pier and met Yang's younger sister as she was typing on her scroll with her tongue sticking out of the side of her mouth in concentration. Yang stopped him and held a finger up to her lips as she snuck around her sister and suddenly placed her hands on her shoulders, "HEYA RUBES!" she greeted, making the cloaked girl jumped with a yelp before turning to the blonde.

"Yang! I nearly got the new high score on Flappy Nevermore! Do you know how much time I just wasted!?" she asked before noticing Peter who politely waved at her. "Oh….hi." she greeted, suddenly shy at the new face, Yang however smirked as she stepped between her and Peter for introductions.

"Peter Parker, Ruby Rose. My awesome little sis." she introduced, making the other girl blush as red as the hoodie she wore. She wore a reed hoodie with no sleeves over a black long sleeve shirt with dark crimson pants and black boots, she leaned over to Peter and whispered, "She's not exactly social." she explained, making Peter smile.

"Know what that's like. Hi, nice to meet you Ruby." he greeted warmly as he held his hand up in a friendly manner.

The girl mimicked his action with her on friendly smile, "You too….so….you guys want to play some games?" she asked, looking down the pier where a number of booths and games awaited them.

Peter rubbed the back of his neck as Yang cracked her knuckles at the challenge, "Oh yeah! Come on Pete, I'll win you a stuffed toy." she joked as she led the two down the dock. As they walked, Peter kept his eyes out for anyone from his school, last thing he wanted was either of them learning about 'Penis Parker'. However the nudge from Yang drew him out of his thoughts, "You want to give it a try?" she asked, pointing over to a test of strength.

"Um, Yang I apricate the vote of confidence but…well….look at me." he said, holding his arms out to show off his frame. In all fairness he could probably hit that thing hard enough to send it flying into the water, but he was Peter Parker, bookworm and professional Wallflower.

However the blonde simply shrugged, "So just try your best." she urged, causing Peter's expression to change from bashful to surprised and then settling on happy. He walked forward and paid the man in charge before picking up the mallet.

He gave Ruby and Yang a show, nearly falling over as he lifted the hammer over his shoulder and having Yang steady him as Ruby snickered to herself. _Alright if I had to guess this hammer is about fifty pounds, take in velocity and gravity…_ he thought to himself before hefting the hammer up into the air and bringing it down using his normal strength, sending the puck up the pole and just barely hitting the bell.

"Winner!" the attendant proclaimed as Ruby cheered and Yang gave him a large smile that made Peter feel a swell of pride. "Pick you prize." the attendant said as he gestured to a number of shelves beside the tower with different prizes lining each. At first glance there wasn't anything that really stuck out to him, however he noticed Ruby was taking particular interest in a model of a Beowulf.

"I'll take the model please." the teen asked, the man nodded and handed him his prize, which he then promptly gave to Ruby. The girl looked at the prize with wide eyes before a large smile spread across her face.

"Oh thank you, thank you, thank you!" she said, hugging it to her chest as Peter smiled. Out the corner of his eye he noticed Yang look at her sister with a tender expression. When she caught him looking at her she winked at him, this nearly caused the teen to choke on his breathing.

 _Holy crap, holy crap, holy crap. This is the greatest night of my entire life._ He thought to himself, feeling his face warm up as he fallowed Ruby towards a little shooting gallery.

"That was nice of you…thanks." Yang said sincerely, the vigilante smiling at her as they watched Ruby compete against the other shooters. Peter felt his nerves begin to get the best of him, he thought at first this was a date but with Yang's younger sister here that idea went out the window.

"So Yang….why'd you come to meet me? I mean my Aunt thought we should meet but…" he trailed off.

The blonde smiled as she gave him a shrug, "Why not? I mean my dad was telling me that your Aunt is nice enough and vouced for you….and…well….I couldn't just say no." her eyes widened at how that sounded, "Not that I'm not having a good time!" she quickly corrected as Peter realized it was basically the same thing May had told him.

"No I get it….to be honest I wasn't all that excited to meet a girl I never even met." he said, causing Yang to feel less guilty.

The huntress then smiled at him, before something caught her eye, "So you mentioned you went to Midtown Magnet right?" she asked, the teen nodded, "You know those guys then?" she asked, pointing over Peter's shoulder. He tured his head and grimaced, getting on a haunted house ride was, Flash, Liz, Kong, and Betty. Yang noticed the frown he made and asked, "What?"

"They're the popular guys at my school." he explained, however Yang simply stared at him with a confused look. His expression mirrored her's when she didn't respond, "Do you guys not have popular students at Signal?" he asked. The blonde shook her head and caused Peter to look at her strangely, _Huh….guess when you go to a school to learn to slay monsters you don't have time for cliques._ he thought to himself before shaking his head. "Let's just say me and them don't hang out." he added quickly before they heard the bell ring at Ruby's game, with the redhead pumping her fist in the air at her victory.

Yang smiled as her sister browed the prizes, "So who do you hang out with at school?" she asked, curious to know what kind of friends Peter had. However the stare and fallowing silence he gave her made the blonde realize his predicament, "What? Come on you got to have a least one friend." she said, Peter simply shook his head. So Yang nudged him with her elbow, "Well you just gained two, so stop moping."

Peter's eyes widened at her proclamation, they went from strangers to friends just like that? In less than a day!? Before he could respond he had something fluffy shoved in his face, "Here you go!" Ruby said excitedly as Peter held what she had given him, looking it over he saw it was a plusihe of a dragon. "You got me something so I got you something….do you like it?" Ruby asked, hoping she had gotten him something that he liked.

Peter looked at Ruby and Yang with a smile, "It's perfect Ruby." he responded before his stomach growled, "Um, you guys want some grub?" he offered. As the trio made their way towards the food court area, Yang reached for the pocket of her dress for some cash, Peter saw and quickly stopped her, "It's ok, it's on me." he said.

 _Ben Parker's tips for dating, rule one, always offer to pay for food. Thank you Uncle Ben._ He thought as they reached a number of stands where they were selling beverages and food, he gave both Yang and Ruby a few bucks before going to get his own food. Getting a burger and milkshake he met the girls at a table where they had saved him a spot for.

"Thanks Peter, but you didn't need to get our food." Yang said gratefully.

Peter however waved it off, "It's ok, I had some spending money left over from my job anyway." he said before taking a sip of his drink. _And there goes the last of my spending money. Worth it though._ he thought to himself as he took a bite of his food.

As the three continued to eat, Peter noticed a familiar face at the food stand, it was the same guy he bumped into outside Alchemax, Harry. Peter remembered him being friendly enough and mentioning he was going to attend Midtown Magnet in a week or so, _Maybe I'll try for a hat trick with the friends this year._ he decided, feeding off his newfound confidence. However he also noticed a large set man in a overcoat fallowing Harry at a distance.

Otto.

Peter froze at the sight of the villain before looking at Yang and Ruby who were unaware of the danger. _Got to get them somewhere safe before-_ He thought right before Otto's metal arms emerged from under his trench coat and lunged at Harry. "Holy crap what heck is that!?" Ruby called out in disbelief as Otto held Harry up by one of his arms. Before either sister could react, Peter grabbed their arms and pulled them under the table.

"D-Doctor Octavius!? What-" Harry asked in a bewildered tone.

"Silence Harold and I won't harm you." Otto quickly said as two of his metal limbs lifted them up and carried them away.

As they left, Peter and the sister peeked out from under the table, Peter had to go and save Harry but before he could Yang spoke up, "We got to help him! Ruby, get Peter out of here and get your scythe from dad! I'll go after them!" Yang said, her bracelets suddenly extending down her forearms with two barrels poking out above each of her knuckles.

 _What the hell she's carrying-wait scythe?_ Peter thought as Ruby grabbed him by the arm and gave him a apology before running off with him in a flurry of rose pedals, within a minute they were at the enrrance to the pier, Peter feeling the shift in momentum stumbled for a second as Ruby caught her breath, "Wha-what just….what?" he asked, the change in surroundings confusing him.

"Sorry, my Semblance is speed and carrying someone else makes me tired." Ruby explained as she bent forward onto her knees as people ran past them, trying to get away from the maniac with four metal arms. The red hooded girl looked up after regaining some of her stamina, "Go get your Aunt and my dad, I need to goget Crescent Rose!" she proclaimed before speeding off again, leaving Peter alone.

 _…_ _..well I did want them to get to safety._ he thought to himself as he ran towards the side of the pier and leapt over the small barrier that cut off the beach from the supports. Landing on the side of one of the wooden beams, he reached for the hem of his shirt and pulled it over his head, revealing the red and blue costume he had been working on underneath it.

Meanwhile on the pier itself, Otto made his way over the attractions with Harry in one of his grips. As the two other tentacles carried him over a whack a grim game, a shotgun blast just missed his head, "That was a warning shot! Put down the guy or the next one hit's you!" the Doctor tuned around to see a young woman with long blonde hair and two gauntlets, one of them pointing out at him with the barrel smoking. Doctor Octopus sighed, "Why must I constantly deal with mere children?" he asked himself before sending a pair of his arms at the girl.

Yang responded by punching one of the arms away only to have the other tentacle grab her extended wrist and toss her into the air. She was twirling through the air like a top, she usually would fire her gauntlet to balance out but that was it she went flying at an angle, not twirling like a ballerina.

Thankfully just before she hit the ground, someone caught her, "Yeah I've been on the receiving end of that too, it sucks." Yang felt herself come to a stop and her feet touch the ground, looking over at her rescuer her eyes widened as the figure leapt towards Otto. "Watch out! Big Time Superhero coming on through!" he shouted as onto of the arms shot out at him. The vigilante grabbed the arm and used to toss himself at Harry, snatching him out of Otto's grasp and setting him down on the ground, the teen promptly.

Otto glared at the teen, gone where the thrown together street clothes and instead the hero wore a skintight red and blue costume with big white eyes on the mask and nylon webbing under his arms. "You again!?" the Doctor proclaimed as Spider-Man leapt atop a street light.

"Yeah, yeah, you're going to say it's futile and blah, blah, blah, but then I realized: You're a eight armed nut job that threw me out a building! You're the last guy I should be taking life advice from." he said as he leapt at Otto, the doctor's tentacles reaching for the teen but only for him to shoot a webline and pull himself out of Otto's reach. _Last time I fought Doc Ock I was in a little office, but out here in the open he doesn't have the advantage._ Spider Man thought as he pulled himself up into the air and flung himself over Otto before spraying two weblines down to the pier and slingshooting himself down ontop of the scientist, knocking him into the wooden floorboards while Spider-Man leapt off him back towards Yang.

"Um, hello. Friendly Neighborhood Spider-Man, nice to meet you. Could you please go call the police?" he asked politely to the blonde who smirked before Spider-Man turned his head back to see Otto rise up from the ground. "Now if you'll excuse me madam, I have some calamari to prepare….or is it sushi?" he asked before running towards Otto.

The Scientist's arms reached out to a pretzel cart on wheels and threw it at the hero, the vigilante slid across the ground underneath the makeshift projectile, shooting a web back at the cart before swinging it around and throwing it back at Otto. The Doctor raised all his arms and smashed the cart in midair only for Spider-Man to leap over he arms and right in front of Otto and drew his fist back and slammed it right into Otto's face, making him stumble back into a ball throwing stand.

"Do I win a prize?" Spider-Man asked before one of the tentacles dove at the boards at his feet, making Peter fall down under the pier as he fired a pair of weblines at Doc Ock and pulled him underneath the wharf along with him. Catching himself on one of the support beams to the dock, Otto grabbed the underside of the pier with two of his tentacles while the other two lunged at Spider-Man.

 _Ok well I got two of his arms keeping him from falling into the water. And I'm betting all that metal will make him sink like a rock._ Peter thought as he leapt from pillar to pillar avoiding Otto's arms as he tried to strike at the red and blue hero, jumping from one of the wooden supports he began swinging around the scientist. _Maybe I can use this to my advantage._ Peter thought as he kicked one of the arms away from him as it got too close. "Your aim is worse than your haircut!" he taunted, causing the scientist to last his arms out though one of the supports close to him.

"Silence you insolent cur!" Otto yelled out as Spider-Man swung around a pillar on a webline and attached stuck it to one of Otto's arms, binding it for a moment before he yanked the support out of it's place, "I see though your game! Your trying to slow my arms by using these pillars as cover! Clever, but futile!" he shouted. As Otto was about to use the pincers on his other arm to cut the line. Spider-Man landed on the arm and leapt at Doctor Octopus, double kicking him in the chest and swinging him back into another pillar. As Peter fell back down towards the water he sprayed two webs at the arms hanging Doc Ock and pulled them out of place, making him fall as Peter pulled himself up to the underside of the pier with a web.

Otto reached his tentacles out for something to grab onto, only to realize his folly. In his attempts to attack the teen he had inadvertently taken out any hand holds that could stop him from falling into the water. Before he hit the water however a web caught him by his harness, suspending him above the waves. "Now I know very well you can tear right though that with your arms, but I really don't recommend it." Spider-Man said triumphantly as he hung upside down from a strand of web above Otto while he used his webshooters to wrap up Otto's arms so he couldn't hurt the police when they arrived.

"Say hi to Vulture in jail for me will you Doc?" Peter asked as he swung away, further down towards the shore where had hid his clothes and camera.

* * *

Ruby Rose had sprinted back from her dad's car to get her weapon, a high powered sniper rifle and scythe called Crescent Rose. only to find that everything was over when she returned. The police were just placing Doc Ock in the back of a large heavy duty truck with reinforced walls, "Oh come on! I wanted to fight the bad guy." she said to herself as she felt an arm warp around her shoulder.

"Yeah you missed it sis, it was a glorious battle, there were explosions, incredible moves, and of course, I won." Yang said with a large grin as Peter walked over to the pair from across the street where Aunt May had looked him over a record ten times to make sure he was ok. "Hey Peter, you ok? Sorry about kicking you out like that it's just….well you don't look…well.." Yang struggled to find the nicest way to put it.

The teen however smiled, "I'm not a fighter, I'm a thinker…..and Ruby Yang is totally lying, I have proof." he said once he saw the girl's dejected expression. He held out his camera and showed her the pictures he managed to capture of the fight, her silver eyes widened at the images on the small screen.

'Woooooaaaaah this is awesome! Can I have some of these!? They're so cool!" the red hooded girl said excitedly as she browed through the pictures Peter's camera had taken. Yang leaned over and looked at the photos as well, the pictures weren't that bad but the occasional blurry looking one showing that he wasn't perfect.

"Well I was going to sell these to the Bugle…..but I do have some others I can give you." he said, making the redhead let out what he could only describe a fangirl like squeal as she shook with anticipation. When he noticed the square of metal in her hand he raised a eye, "What's that?" he asked.

"Oh! This here is my baby!" she said as she lifted the box, the metal extending out into the shape of a red and black scythe that looked much more heavy than she was. Peter jumped back as the tip of the blade swung around into the ground, "It's my customized high powered sniper rife with retractable extensions and blades. Her name is Crescent Rose." she explained proudly as Peter cautiously looked at the weapon uncomfortably.

His thoughts drifted back to the simple gun that the robber who killed Uncle Ben had…..if something so small could take someone's life in the blink of a eye…

Yang noticed the uncomfortable look Peter had, "Hey Rubes, show off your girl later?" she asked, the redhead sighed before folding the weapon back up, making Peter visibly relax.

"I better go find dad, he's probably worried." Ruby said as she walked off to find her and Yang's father, as she left Peter put his camera back into his pocket before turning to Yang.

"So uh…..kind of weird night right?" he asked, making the blonde chuckle at the simplification. The teen summoned what courage he had, along with the remaining adrenaline he had from the fight, before continuing. "So….um….since this was all interrupted…I don't suppose you want to hang out again sometime do you?" Peter asked, trying to not trip over his words. He knew the odds of another date was slim to none but he HAD to ask her.

A knowing smile crept across the blonde's face, "And by hang out, I'm guessing you mean just you and me. No Ruby tagging along?" she asked. Peter's cheeks blushed red, "Well….look Peter, I'll be honest…..I like you, you seem like a good guy. But I just met you tonight." she explained, Peter tried not to let his head bow in disappointment, she wasn't exactly wrong. "But," she continued, making the teen perk up, "like I said you're a nice enough guy….and I liked hanging out with you. Not to mention you got Ruby to open up to you, trust me that's nothing to sneeze at." the brawler said as she looked off in the direction her sister went with a softened expression before tuning back to him.

"So how about you and I go grab a bite to eat sometime we're both free? As friends." she clarified, the other teen smiled bigger than she ever seen.

"Y-yes! I'm free all week next week after school!" he sad excitedly, Yang smirked at the enthusiasm. "I mean I got to work here and there but I work freelance so it shouldn't be to hard….unless my boss calls me." he added.

Yang shrugged, "So just turn off your phone."

"No I mean he'll stick his head out his window and just yell…..he's very loud." Peter joked, making Yang snicker.

"Sounds like a _Old Yeller_." Yang said in a cheeky tone. Peter had to stop himself from laughing at the horrible pun, but as soon as Yang heard his muffled chuckle. She gave him a thumbs up, "I got way more where that came from." she boasted before walking off towards Ruby as she waved at her sister, she turned back and waved goodbye to Peter along with Ruby, Peter returned the gesture with a large smile on his face before walking off to find Aunt May.

* * *

 _And that's how this all started. A kid getting bit by a spider, who got great power but who couldn't comprehend the responsibility that came with it. And because of that….I paid a dear price for a lesson I will NEVER forget. Because With Great Power there must Also Always Come Great Responsibility. I faced my first big bad with the Vulture, and learned another lesson, that I won't always be thought of as I want…..if you want proof the SDC still is calling me a menace along with Jonah._

 _Then there was Clayton. I found out he got off easy given the circumstances, but he won't be coming back to Midtown. Last I heard, he and his family were moving to Minstrel, I hope he has it better there then he had it here. But I learned that I can solve problems without beating people up…..though to be honest it can be much more fun._

 _And with Ock, I learned something from Aunt May. Never give up. Plain and simple but it has so much meaning behind it that really helped me when I doubted myself…..Aunt May is awesome like that. That and setting me up with someone like Yang, you'd like her, she's a joker like you were._ Peter thought to himself, sticking to the side of a skyscraper with his mask off.

It was close to midnight and he couldn't sleep, so he decided to wear himself out with a patrol around Vale. He swung up to the near top of the building to let himself rest for a minute when he began to think back on the events of the past month or so, and just how much everything had changed in such a short time. "I know your looking out for me Uncle Ben…..like you always did, even when I didn't want it." he spoke, feeling wetness in the corners of his eyes. Rubbing the tears away he leanded back against the wall and sighed.

"I miss you….so much Ben…..I know May does too. She doesn't let me see it but I know it." he resumed as he looked down at the mask in his hands. "It's different for me though…..you were everything Uncle Ben. You were my dad, you taught me how to fish, how to ride a bike…..how to be a smartass." he chuckled to himself. "And you were more than that. So much more, you weren't my role model….you were MY hero…..and it's about time I try and be yours." he finished as he pulled his mask back down over his head.

Sliding his feet up the side of the wall, he sprung off and pressed down on his webshooters down towards the buildings below. "Look out Remnant! Here comes the AMAZING SPIDER-MAN!" He shouted out loud as he swung thought the night air. As the teenage hero swung though the Kingdom of Vale, he didn't care about school, or the bills to pay, the dates to keep, or any of his other worries. Instead he simply felt…..right where he was supposed to be.

* * *

 **Epilogue**

In the clockwork tower of Beacon Academy there was a large office near the top of the structure. Inside a man with white hair and crooked glasses sipped from a coffee mug as he looked over the screen of his computer. On the screen was a message sent from one of his allies and closest friends, the message was simplistic with a photograph attached to it. The headmaster of the school hummed to himself as he read the message.

 _'_ _New Player on the board? Not with Queen or King. Thought you should know before I go.'_

 _Q. Bradwen_

The image was of a red and blue costumed male with a symbol of a spider on his chest in mid fight with a man who had four metallic arms. "Hmmm…interesting." the man said simply before taking a sip of his coffee.

* * *

 **AN: FINALLY I FINISHED THIS STUPID CHAPTER.**

 **Alright depending on if you have First or not your either going, Woah I didn't see that coming, or WTF RT!?**

 **I won't spoil even though I have RT First. I wouldn't do that unless asked and made sure it was what they wanted.**

 **Now this is the end of Volume 0, the story will continue with Volume 1 but I still need to plan that one out so you all may not see it for a while. However I do have the cover for it finished, along with a picture of Yang for this chapter, which will be posted to my diviantart page within the next few days.**

 **Until then webheads, thanks for waiting, I hope you all enjoyed it!**


	8. New Story

New Story is out!


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